Common use of Prorations Clause in Contracts

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following Utility charges, rental payments and charges and similar ---------- proratable items which are attributable to the Inventory and the Acquired Assets shall be prorated apportioned between Buyer the Buyer, on the one hand, and Seller the Sellers, on the other hand, as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in . Any item which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either relates to the period before prior to or on the Closing or Date shall be apportioned to the Sellers, and any such item which relates to the period after the Closing, then Buyer and Seller Closing Date shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition be apportioned to the foregoing apportionmentsBuyer. Notwithstanding the foregoing, Seller the Sellers shall receive all rents be responsible for any property taxes on the Inventory and other income accruedthe Acquired Assets for the tax year including the Closing Date. The Sellers shall, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before no later than five days prior to the Closing Date, prepare a preliminary statement (the "Preliminary Statement") in writing of the amount of the adjustments to be made hereunder and to be included in the Purchase Price adjustment made pursuant to Section 3.7. The Preliminary Statement shall be certified by the Sellers' Chief Financial Officer as true and correct and as having been prepared in accordance with the Sellers' books and records. The Purchase Price to be paid at Closing shall be adjusted either upward or downward, as applicable, based on the amount of such Preliminary Statement; provided, however, that if any upward adjustment to the -------- ------- Purchase Price would be in excess of Twenty-Five Thousand Dollars ($25,000), the Buyer shall receive all rents not pay such adjustment unless and other income accruinguntil the Buyer shall have verified and agreed to the amount of such upward adjustment, which verification and agreement shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after be made no later than five days prior to the Closing Date. If the Buyer fails to so agree with any item in the Preliminary Statement prepared by the Seller, all of then any items on which rents, other income the Buyer has so failed to agree shall remain open and expenses shall be prorated as determined in conjunction with the preparation of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten Final Statement (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementas hereinafter defined).

Prorations. The following shall be prorated between Buyer Except as otherwise set forth in this Agreement, all taxes and Seller as of 11:59 p.m. local time other operating expenses and revenue of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents and other income, if any, collected by Buyer after Taxes shall be prorated based upon the current year's tax taking into account the maximum available discount. If the Closing takes place and the current year's taxes are not fixed and the current year's assessment is available, taxes shall be applied first prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes shall be prorated on the prior year's tax taking into account the maximum available discount. In the event the tax proration is incorrect on the Closing Date because the property is reassessed for the tax year of the Closing by the governmental agency having jurisdiction over the Property, subsequent to any amounts due to Buyer and thenthe Closing Date, BUYER or SELLER shall be entitled, as the case may be, to the extent a reproration of such rents or other income relate taxes upon written request made to the period ending on other party. SELLER or before BUYER shall remit the Closing, such rents or other income shall be paid to Seller reproration adjustment amount requested within ten (10) days after end of request therefor. In the event SELLER or BUYER fails to remit the reproration amount requested within said ten (10) day period, the party seeking reimbursement shall be entitled to all costs of collection, including all attorneys' fees and costs incurred in collection thereof and the amount owing shall bear interest at the highest lawful rate until paid, it being acknowledged that this right shall survive Closing and delivery of the month Special Warranty Deed. Any rents received by SELLER in which such amounts were collectedrespect of the period after the Closing Date shall be promptly remitted to BUYER. Buyer With regard to delinquent rents, if any, BUYER shall incur no obligation not be held responsible for and BUYER shall not be required to Seller for Buyer's failure institute any proceedings whatsoever to collect such rentals or other incomedelinquent rents. However, all rents received by BUYER attributable to periods prior to the Closing Date shall be promptly remitted by BUYER to SELLER. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases rents collected after the Closing shall be delivered by certified funds first applied to Buyer at current rents due, then to rents for periods prior to the Closing or, at Seller's option, credited Date unless they are clearly intended by the tenant to Buyer against apply for the cash portion period prior to Closing in which event they shall be promptly remitted to SELLER. This obligation to remit shall survive the Closing and delivery of the Purchase Price Special Warranty Deed. SELLER shall deliver to BUYER at the Closing. Escrow Holder , copies of such statements, invoices bills and receipts as shall not be concerned with requested by BUYER to enable BUYER to verify the accuracy of the amounts of any prorations that are made pursuant to this paragraph. BUYER shall be credited at Closing with all advance rentals and tenant security deposits previously paid to SELLER. All prorations shall be made so that SELLER has the benefit of all income and the burden of all expenses up to and including the Closing Date and BUYER has the benefit of all income and the burden of all expenses after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date(a) Rents, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyincluding, "Taxes") for the tax period then in effect and insurance premiums (but only without limitation, percentage rents, if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearany, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property any additional charges and expenses payable under tenant leases, all as and when actually collected (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closingwhether such collection occurs prior to, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in Section 7.2 above, shall all of which rents, other income and expenses shall be prorated as of 12:01 a.m. on the Closingdate the Deed is recorded, on the basis of a 365-day year. Rents and other income, if any, Any sums collected by Buyer from tenants after the Closing shall be applied first promptly paid to any amounts due to Buyer and then, Seller to the extent such of any rents or and other income relate to the period ending on or before the sums which were delinquent at Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which first applying all such amounts were collectedcollected to current obligations. Buyer shall incur no obligation to Seller for Buyer's failure use reasonable efforts to collect such rentals delinquent rents but shall not be obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other incomeproceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. All The amount of any security and any other refundable deposits paid by tenants to Seller pursuant to under tenant leases shall be delivered by certified funds credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property, in which case all such deposits for which Seller receives credit shall remain in place for the benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to assign such deposits to Buyer. Buyer shall cause all utilities to be transferred into Buyer's name and account at the Closing or, at Seller's option, credited to time of Closing. Seller and Buyer against the cash portion hereby agree that if any of the Purchase Price at the Closing. Escrow Holder shall aforesaid prorations and credits cannot be concerned with any prorations that are to calculated accurately on the Closing Date, then the same shall be made calculated as soon as reasonably practicable after the Closing pursuant 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 this Agreementthe other party. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the leases and other sources of income and expenses, and shall deliver such computation to the Title Company prior to the Closing.

Prorations. The following All utility accounts at the Facilities shall be read as of the Effective Time, and Seller shall be responsible for all utility charges prior to such reading and Buyer shall be responsible for all utility charges primarily related to the Business thereafter. All rent and other charges due under the Contracts shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding Effective Time. Except with respect to real and personal property Taxes subject to Tax abatement or incentive arrangements which are allocated in accordance with the Closing Datefollowing sentence, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general real and special county personal property Taxes, assessments and city real property taxes and special assessments (collectivelysimilar items, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursany, due with due allowance to be made for the maximum available discount or other exemptions respect to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Assets shall be prorated as of the Closing. Rents Effective Time, and other incomeall such Taxes, if any, collected by Buyer after assessments and similar items allocable to any period prior to the Closing Effective Time shall be applied first paid by Seller, and all such Taxes, assessments and similar items allocable to any amounts due to Buyer and then, period subsequent to the extent Effective Time shall be paid by Buyer. With respect to real and personal property Taxes which are subject to Tax abatement or incentive arrangements, the portion of such rents or other income relate Taxes that shall be allocable to the period ending on or before as of the Closing, such rents or other income Effective Time shall be paid to Seller within ten (10) days after end computed as if such period ended and the books of the month in which such amounts Business were collected. Buyer closed each as of the Effective Time; provided, however, the foregoing shall incur no obligation not relieve Seller of any liability or responsibility under Section 11.13 and shall not apply if and to Seller for Buyer's failure the extent the result would be to collect such rentals or other income. All security and any other refundable deposits paid by tenants allocate to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against period after the cash Effective Time more than a pro rata portion of the Purchase Price at amount of any such Tax determined as if there were no abatement or incentive for any portion of the Closingactual Tax period. Escrow Holder shall not be concerned with Notwithstanding any prorations that are to be made after the Closing pursuant to other provision of this Agreement, (i) if Seller pays any amount allocated to Buyer under this Section 17 Buyer will reimburse Seller upon demand for the amount paid to the extent it is not reflected as an asset on the final Statement of Net Working Capital; and (ii) if Buyer pays any amount allocated to Seller under this Section 17 Seller will reimburse Buyer upon demand for the amount paid to the extent it is not reflected as a liability on the final Statement of Net Working Capital. Notwithstanding the above, there shall be no duplication of adjustments reflected in the final Statement of Net Working Capital.

Prorations. The following shall On the Closing Date all obligations and liabilities listed below relating to the Business and/or Assets will be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance Seller liable to be made for the maximum available discount or other exemptions Purchaser therefor to the extent permissible for said year, such items relate to any time period up to and including the day prior to the Closing Date and Purchaser liable to Seller therefor to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or such items relate to any portion of the Property) and allocable either to the time period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property commencing on or after the Closing Date: personal property, all of which rentsreal estate, other income occupancy and expenses shall be prorated as of the Closing. Rents and other incomewater taxes, if any, collected on or with respect to the Business and/or Assets; rents, taxes and similar items payable by Buyer after Seller under any Assigned Contract; the Closing shall be applied first amount of any license or registration fees paid to a Governmental Authority with respect to any amounts due Permits which are being assigned or transferred hereunder; the amount of sewer rents and charges for water, telephone, electricity and other utilities and fuel; and any other items which are normally prorated in connection with similar transactions. Seller agrees to Buyer furnish Purchaser with such documents and then, other records as Purchaser reasonably requests in order for Purchaser to the extent calculate all adjustments and prorations pursuant to this Section 1.5. The amount of such rents prorations owed by Purchaser or other income relate Seller pursuant to the period ending on or before the Closing, such rents or other income this Section 1.5 shall be paid to Purchaser by Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation or to Seller for Buyer's failure to collect such rentals or other income. All security by Purchaser, as the case may be, on the Closing Date and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds treated as an adjustment to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at paid by Purchaser to Seller on the ClosingClosing Date. Escrow Holder shall not be concerned If current payments with any prorations that are respect to items to be made prorated pursuant to this Section 1.5 are not ascertainable on the Closing Date, such payments shall be prorated on the basis of the most recently ascertainable xxxx therefor and shall be reprorated between Seller and Purchaser within 30 days after the Closing pursuant to this AgreementDate and a cash settlement shall be made promptly thereafter on an item by item basis.

Prorations. The following shall be prorated between Buyer and Seller Seller, as of 11:59 p.m. local time the Close of the day immediately preceding the Closing DateEscrow, on the basis of the actual number of days elapsed during the month in which the Closing Close of Escrow occurs: (a) general and special county and city real property taxes and special assessments (collectively, "Taxes"); (b) for utilities; and (c) any service agreements transferred to Buyer at the tax period then in effect Close of Escrow. The amount of any utility deposit, or any other deposit transferred to Buyer pursuant hereto, shall be credited to Seller and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)debited to Buyer. Proration of Taxes shall must be based on the most recent official tax bills or notice of valuation available to the general public for the fiscal year in which the Closing Close of Escrow (such obligation to survive the Close of Escrow) occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing), then Buyer and Seller shall adjust the such actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Close of Escrow. In the event that after the Closing, there shall be a retroactive increase in any Taxes imposed on the owner of the Property: (i) if such increase shall relate to the tax year in which the Close of Escrow occurred, such increase shall be prorated by Seller and Buyer on a per diem basis based on their respective periods of ownership during the period such increase is effective, (ii) if such increase shall relate to any tax year subsequent to the tax year during which the Close of Escrow occurred, such increase shall be the obligation of Buyer, and (iii) if such increase shall relate to any tax year prior to the tax year during which the Close of Escrow occurred, such increase shall be the obligation of Seller. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, accrued prior to the a Close of Escrow and shall pay all other expenses accrued or incurred, incurred in connection with the ownership or operation of the Property before prior to the Closing Date, Close of Escrow and Buyer shall receive all rents and other income accruing, accruing on or after the Close of Escrow and shall pay all other expenses incurred or accrued or incurred, in connection with the ownership or operation of the Property on or after the Closing Date, all Close of which rents, other income Escrow. If and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent Escrow Holder requires any information or instructions from Buyer and Seller in order to perform such rents or other income relate to the period ending on or before the Closingprorations, such rents or other income Buyer and Seller shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closingfurnish Escrow Holder with further mutual instructions. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing Close of Escrow pursuant to this Agreement.

Prorations. The following Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated between Buyer and Seller as of 11:59 p.m. local time because of the day immediately preceding the Closing Date, unavailability of information shall be tentatively prorated on the basis of the actual number of days elapsed during best data then available and re-prorated when the month information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in which this Article 5), the adjustment shall be made subsequent to the Closing occurs: general and special county and city real property within thirty (30) days following the final determination of 2012 taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums Project (but only if Buyer is assuming Seller's insurance policy or policiesthe “Final Adjustment Date”). Proration The provisions of Taxes this Article 5 and the obligations of Sellers and Buyer hereunder shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which survive the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with deemed merged into any prorations that are to be made after the Closing pursuant to this Agreementinstrument delivered at Closing.

Prorations. The following shall be prorated between Buyer All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and Seller as of 11:59 p.m. local time of similar taxes imposed on a periodic basis, in each case levied with respect to the day immediately preceding International Assets for a taxable period which includes (but does not end on) the Assets Call Closing Date, shall be apportioned between the Seller and DISH as of the Assets Call Closing Date based on the basis of the actual number of days elapsed during in such taxable period prior to the month Assets Call Closing Date (the “Pre-Closing Period”) and the number of days in which such taxable period following the Assets Call Closing occurs: general and special county and city real property taxes and special assessments Date (collectively, "Taxes") the “Post-Closing Period”). The Seller shall be liable for the tax period then in effect and insurance premiums (but only if Buyer proportionate amount of such Taxes that is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions attributable to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property Pre-Closing Period. Within ninety (or any portion of the Property90) and allocable either to the period before the Closing or to the period days after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Assets Call Closing Date, the Seller and Buyer DISH shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection present a reimbursement to which each is entitled under this Section 9.4 together with such supporting evidence as is reasonably necessary to calculate the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closingproration amount. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration amount shall be paid by the Party owing it to Seller the other within ten (10) days after end delivery of such statement. Thereafter, the Seller shall notify DISH upon receipt of any xxxx for personal property Taxes relating to the International Assets, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such xxxx to DISH who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers the Pre-Closing Period, the Seller shall also remit, prior to the due date of assessment, to DISH payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Period. In the event that either the Seller or DISH shall thereafter make a payment for which it is entitled to reimbursement under this Section 9.4, the other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 9.4 and not made within ten (10) days of delivery of the month in which such amounts were collected. Buyer statement shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer bear interest at the Closing orrate per annum determined, at Seller's optionfrom time to time, credited to Buyer against under the cash portion provisions of Section 6621(a)(2) of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCode for each day until paid.

Prorations. The following liabilities shall be prorated between Seller and Buyer: (i) utility charges (which shall include water, sewer, electricity, gas and other utility charges) with respect to the Owned Real Property, the property subject to the Real Property Leases and customer owned equipment, (ii) rental charges (which shall include rental charges and other lease payments under the Real Property Leases), (iii) personal services (these services are charged for a period which includes the Closing Date; this shall include contract labor), and (iv) real and personal property taxes, ad valorem taxes, and franchise fees or taxes (collectively, "Periodic Taxes"). With respect to measurement periods during which the Closing Date occurs (all such periods of time being hereinafter called "Proration Periods"), the liabilities described in clauses (i), (ii) and (iii) of the preceding sentence shall be apportioned between Seller and Buyer as of the Closing Date, with Buyer bearing only the expense thereof in the proportion that the number of days remaining in the applicable Proration Period on and after the Closing Date bears to the total number of days covered by such Proration Period. Periodic Taxes attributable to Proration Periods shall be prorated between Buyer and Seller as of 11:59 p.m. local time based on the relative periods the Purchased Property was owned by each respective party during the fiscal period of the day immediately preceding taxing jurisdiction for which such taxes were imposed by such jurisdiction (as such fiscal period is or may be reflected on the xxxx rendered by such taxing jurisdiction). On the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual pay or be reimbursed, on this prorated basis, for Periodic Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property that have been paid before the Closing Date. On the Closing Date, Buyer and Buyer Seller shall receive all rents and other income accruingalso be reimbursed, and shall pay all other expenses accrued or incurredon this prorated basis, in connection with the ownership or operation of Property for Periodic Taxes that are to be paid on or after the Closing Date, all . The reimbursement of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations Periodic Taxes that are to be made paid on or after the Closing pursuant Date shall be based on a reasonable estimate of the amount of such Periodic Taxes to this Agreementbe paid (based on past experience). To the extent that Buyer or Seller are not reimbursed on the Closing Date for Periodic Taxes that are paid after the Closing Date, or, in the event the estimated amount of the preceding sentence proves to have been inaccurate, Buyer or Seller shall promptly forward an invoice to the other party for its reimbursable pro rata share, if any. If the other party does not pay the invoice within thirty (30) calendar days of receipt, the amount of such payment shall bear interest at the rate of eight percent (8%) per annum. Similarly, all prepayments made or received by Seller or Buyer with respect to service or maintenance agreements with third parties or license or other fees payable to or by third parties and relating to the Business shall be prorated on an appropriate basis between Seller and Buyer.

Prorations. The following shall be prorated between (a) Seller and Buyer and Seller agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date, Date (the “Proration Time”) on the basis of then applicable six (6) month real property tax billing period, the actual number of days elapsed during following (collectively, the month in which the Closing occurs: general “Proration Items”): real estate and special county and city real personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions subject to the extent permissible for said yearterms of Section 9.7.1(b) below), utility bills (except as hereinafter provided), and collected Rents (subject to the extent terms of Section 9.7.1(b) below) payable by the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion owner of the Property) . Seller will be charged and allocable either credited for the amounts of all of the Proration Items relating to the period before up to and including the Closing or Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer’s approval prior to the Closing Date (the “Closing Statement”). Seller agrees that twenty-four (24) hours prior to the Closing, then Seller will discontinue data entry operations in the on-site computer system, including making deposits of rental income and will forward final reports as soon as practicable to Buyer’s representative so as to enable Buyer and Seller to work together to transition the management of the Property and complete work on prorations as set forth herein. The Closing Statement, once agreed upon, shall adjust the actual Taxes between be signed by Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition Seller and delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Escrow Agent for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Buyer (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure ) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion in payment of the Purchase Price at the Closing. Escrow Holder shall If the actual amounts of the Proration Items are not known as of the Proration Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed 120 days after closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be concerned with any prorations that are assigned to be made after Buyer. The provisions of this Section 9.7.1(a) will survive the Closing pursuant to this Agreementfor a period of twelve (12) months.

Prorations. The following shall be prorated between Buyer All normal and Seller as of 11:59 p.m. local time of customarily proratable items relating to the day immediately preceding the Closing DatePurchased Assets, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general including, without limitation, Real Property Taxes, personal property taxes, utility bills, alarm and special county security bills, ground lease rent and city real property taxes and special assessments tower lease rent (collectively, the "TaxesClosing Date Prorations") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of such assets' respective Closing Date, Seller being charged and credited for all of the Closingsame 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"). Rents All earnxxx xxxey deposits held by Seller under Tower Leases for which Purchaser assumes liability under a Tower Lease Assignment and other incomeAssumption 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 thereof. Within ninety (90) days after each Closing Date, if any, collected by Buyer after the Seller will prepare and notify Purchaser of the Closing Date Prorations applicable to such Closing Date. If Purchaser disagrees with Seller's calculation of 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 "Arbitrator"), whose decision with respect to such Closing Date Prorations (which decision must be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller rendered within ten (10) business days after end submission) will be final and binding. Purchaser and Seller will each pay one-half of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion expenses of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementArbitrator.

Prorations. The following All items which would normally and customarily be prorated in a real estate sale, including real estate taxes, personal property or use taxes, and sales taxes, installments of general and special assessments due and payable in the year of Closing, utility bills, annual installments of any assessment, amounts due or revenues under the Assumed Property Contracts and any prepaid amounts related to the foregoing, shall be prorated between Buyer and Seller as of 11:59 p.m. local time of on the day immediately preceding before the Closing Date, with Seller being charged and credited for all of same prior to the Closing Date, and Purchaser being charged and credited for all of same on and after the Closing Date. Rent and other amounts due by the GSA Tenant under the GSA Lease will be prorated as of the Closing Date and will be paid to the party entitled to receive such payment promptly upon being collected. Taxes will be prorated using the maximum discount allowed by law. If the actual amounts of certain agreed upon items to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the actual number of best evidence then available; provided that, within one hundred twenty (120) days elapsed during the month in after Closing, Purchaser and Seller will make a further adjustment for all such amounts which may have accrued or been incurred prior to the Closing occurs: general and special county and city Date (including, but not limited to, real property taxes and special assessments (collectivelyestate taxes), "Taxes") for but not received or paid at that date. In the tax period then event that any item of income or expense is prorated at Closing in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy error or policies). Proration of Taxes shall be based on the most recent official tax bills basis of an estimate, or notice if it is determined that the parties failed to prorate an item at Closing which should have been prorated, Purchaser and Seller agree to make a further adjustment of valuation available for the fiscal year in which the Closing occurs, with due allowance such item(s) at a final reconciliation to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property performed within one (or any portion of the Property1) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or year after the Closing Date, all of which rents, other income and expenses shall be prorated as of . To the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first extent that either party is required to any amounts due to Buyer and then, pay to the extent other any sum based on the foregoing post-Closing adjustments of prorated items, Purchaser and Seller each agree to make such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller payments within ten fifteen (1015) days after end of the month in which such amounts were collectedpost-Closing adjustments have been calculated and agreed to. Buyer This provision shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the survive Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes"a) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected current taxes, service, management, operating and maintenance expenses shall be prorated between Seller and Buyer as of the Closing Date. Installments of taxes and assessments levied, due and payable on or before the Closing Date shall be paid in full by Seller. Seller shall be entitled to receive and retain all income with respect to the Property and shall be obligated to pay all expenses with respect to the Property for all time periods through and including the date prior to the Closing Date. Buyer shall be entitled to receive and retain all such income and shall be obligated to pay all such expenses for all time periods commencing on or after the Closing Date. In the event that the 1999 and 2000 real property taxes and district assessments are not available as of the Closing Date, the proration shall be based upon the latest available information, and Seller and Buyer shall effect a reconciliation between them within sixty days after the actual amount of 1999 and 2000 taxes is available. Rent shall be prorated based on the actual number of days in the month during which the Closing occurs. Income and expenses (other than property taxes and assessments) shall be prorated on the basis of the cash method of accounting. All rents and other sums received by Buyer on or after the Closing Date shall be applied first to any amounts due rent and other obligations owing for the month during which the Closing Date occurs, and thereafter to Buyer rent and thenother obligations then owing for months after the month during which the Closing Date occurs, and thereafter to rent and other obligations owing for months prior to the extent such rents or other income relate month during which the Closing Date occurs, then to the period ending on or before the ClosingBuyer's costs of collection, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. if any, including attorneys' fees, provided that Buyer shall incur have no obligation to Seller collect delinquent rents for BuyerSeller's failure to collect such rentals or other incomeaccount. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases There shall be delivered by certified funds no proration between Seller and Buyer with respect to insurance premiums, as Buyer at will obtain its own insurance with respect to the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementProperty.

Prorations. The following Rentals, revenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses affecting the Property shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Closing Date. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. Delinquent rentals as of the day immediately preceding Closing Date shall not be prorated and Seller hereby irrevocably assigns, as of the Closing Date, on its entire right to collect the basis of the actual number of days elapsed during the month in which same to Buyer, provided, however, that any delinquent rentals actually collected by Buyer after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date shall be based on remitted to Seller after deducting Buyer's actual costs (including attorney's fees and costs) in the most recent official tax bills collection of such delinquent rentals and after applying such amounts to any rentals due and owing and attributable or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing. On the Closing Date, then Buyer and Seller shall adjust the actual Taxes between Buyer and be fully credited for (i) security deposits which were paid by tenants to Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition (ii) reimbursement expenses and other sums owed by Seller to tenants for work or disputes which occurred prior to the foregoing apportionmentsClosing Date or for work to be performed or allowances to be granted to any tenants upon or after the Closing Date pursuant to any Tenant Leases in existence as of the Closing Date, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued (iii) any commissions or incurred, brokerage fees payable upon or after the Closing Date in connection with the ownership or operation any Tenant Leases in existence as of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or (iv) rentals already received by Seller attributable to periods after the Closing Date, all of which rents, other income and expenses . All non-delinquent real estate taxes or assessments on the Property shall be prorated as of based on the actual current tax bill, xxt if such tax bill xxx not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all taxes, including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all taxes, including all supplemental taxes, allocable to the period after the Closing. Rents If any expenses attributable to the Property and other incomeallocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 6.5 shall survive the Closing for a period of one (1) year. Ten (10) days prior to the Closing, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") based on an income expense statement prepared by Seller, approved by Buyer, and delivered to Escrow Agent prior to said date, setting forth (i) the proration amounts allocable to each of the parties pursuant to this Section 6.5 and (ii) the Closing Costs allocable to each of the parties pursuant to Section 6.6 hereof. Based on each of the party's comments, if any, collected by Buyer after regarding the Preliminary Closing Statement, Escrow Agent shall be applied first revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end each of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer parties at the Closing or, at Seller's option, credited to Buyer against (the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the "Closing pursuant to this AgreementStatement").

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing DateAll current rent (including without limitation percentage rent), on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyestate taxes, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurscommon area charges, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearutility charges, and to other obligations of Seller under the extent - 7 - Leases or income or obligations of Seller under the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) Subleases and allocable either to the period before the Closing or to the period after the ClosingLicenses, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingEffective Time with respect to each Assumed Lease Store in accordance with the payment terms of the Lease applicable thereto (collectively the "Prorated Charges"). Rents and other incomeWhenever possible, if any, collected by Buyer after the Closing such prorations shall be applied first based on actual, current payments by or income to any amounts due to Buyer Seller and then, to the extent such rents or other income relate actual amounts are not available, such prorations shall be estimated as of the Effective Time for the applicable Store based on actual amounts for the most recent comparable billing period and such prorations shall be final (absent manifest error) without further reconciliations. Notwithstanding anything to the period ending on or before contrary in this Agreement, for any Lease for which a proration is not set forth in a Lease, for the ClosingNew Leases, such rents or other income and for the Fixed Assets, the property taxes shall be paid to prorated on a "calendar year or lien basis" for any such Assumed Leased Store, Owned Store or Fixed Asset not located in Xxxxx County, and on a "last tax due date basis" for any such Assumed Leased Store, Owned Store or Fixed Asset located in Xxxxx County. Seller within shall pay the Buyer a pro rata amount of percentage rent payable by Buyer under a Lease for an Assumed Lease Store for the lease year including the Effective Time for such Lease, not later than ten (10) business days after end prior to the date that Buyer is obligated to pay such percentage rent. Seller's prorated share shall be determined by multiplying (A) a fraction, the numerator of which is the amount of Seller's gross annual sales at such Assumed Lease Store from the first day of such lease year to (but not including) the Effective Time for the applicable Store, and the denominator of which is the sum of Buyer's and Seller's gross annual sales at such store for the entire lease year, times (B) the amount of percentage rent actually due under the Lease for such Assumed Lease Store. Seller, upon the request of Buyer, shall promptly provide the Buyer such information as Buyer shall be required to submit to landlords under the Leases in connection with the payment of percentage rent with respect to an Assumed Lease Store. Notwithstanding any of the month foregoing, the fixed percentage rent set out in which such amounts were collected. Buyer shall incur no obligation the Fourth Amendment to Seller Lease for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Store #6103 of $106,145.40 shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion prorated on a per diem basis as of the Purchase Price at Effective Time for the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementapplicable Store based on a lease year commencing July 1, 2007, and ending June 30, 2008.

Prorations. The following 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' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be prorated between Buyer credited to Seller; and Seller other similar items shall be adjusted ratably as of 11:59 p.m. local time of the day immediately preceding 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 day before the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number most recent ascertainable data. All prorations will be final except as to the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from tenants any payments for utilities, taxes, common area expenses, or other operating expenses in excess of days elapsed during the month in which amounts incurred by Seller for any period prior to the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyDate, "Taxes") then Purchaser shall receive a credit for the tax such excess amounts. If Seller is credited for any utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which prior to the Closing occursDate, with due allowance to be made then Purchaser shall receive a credit for the maximum available discount such excess amounts. If Seller is credited for any utilities, taxes, insurance, CAM or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either expenses which Seller has paid applicable to the period before the Closing or prior to the period proration date and which are reimbursable by tenants after the Closing, then Buyer and Seller the amount of the credit shall adjust be held in escrow by the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, Title Company and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid released to Seller within ten (10) days after end of when payment is made by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementtenant.

Prorations. The following 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be prorated between Buyer and Seller adjusted ratably as of 11:59 p.m. local time 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 installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the day immediately preceding items to be prorated is not then ascertainable, the Closing Date, adjustments thereof shall be on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official ascertainable data. If any ongoing real estate tax bills or notice contest has not been finalized as of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, Purchaser and Buyer shall receive all rents and other income accruingSeller agree that the tax bill existing prior to the contexx xhall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall pay be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other expenses accrued or incurred, credits due to Tenants as of the Closing Date in connection accordance with the ownership terms of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or operation other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of Property rent for any period on or and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following All current rent, reimbursements and other income from the Property and all current taxes, assessments, utilities, maintenance charges and similar expenses of the Property, determined using the accrual method of accounting, shall be prorated between Buyer Optionor and Seller Optionee as of 11:59 p.m. local time the Closing Date and, to the extent of information then available, such prorations shall be made at the day immediately preceding Closing. Optionor and Optionee shall use their best efforts prior to the Closing Date to prepare a schedule of prorations covering as many items to be prorated as practicable so such prorations can be made at the Closing. Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Optionor and Optionee agree to cooperate and to use their best efforts to complete such prorations no later than thirty (30) days after the Closing Date, 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 (30) day month. Such income and expenses of the actual number of days elapsed during Property for the month in which period before the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") Date shall be for the tax account of Optionor and such income and expenses for the period then in effect on and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes after the Closing Date shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which account of Optionee. Security deposits, other refundable deposits, and similar prepaid rents shall be credited to Optionee and charged to Optionor at the Closing occursClosing. Optionor shall pay all taxes, with due allowance to be made assessments, invoices for the maximum available discount goods furnished or services supplied, and other exemptions expenses relating to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and that are allocable either to the period before the Closing or Date. Optionor shall immediately pay to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive Optionee all rents and other income accrued, and shall pay all other expenses accrued received by Optionor either before or incurred, in connection with the ownership or operation of Property before after the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with Date that are allocable to the ownership or operation of Property period on or after the Closing Date, all of which rents, other income and expenses . Optionor shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after solely responsible for collecting rents or charges that became due from tenants before the Closing Date. If any such rents or charges are received by Optionee, then Optionee shall pay such rents or charges to Optionor but all money received by Optionee shall be applied first to any amounts rent that accrues or becomes due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the "Closing Time"), on the basis of following (collectively, the actual number of days elapsed during the month in which the Closing occurs: general "Proration Items"): real estate and special county and city real personal property taxes and special assessments (collectively, "Taxes") which are required to be paid for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal calendar year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions utility bills (except as hereinafter provided), collected Rentals (subject to the extent permissible for said year, terms of (c) below) and to operating expenses payable by the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion owner of the Property) . Seller will be charged and allocable either credited for the amounts of all of the Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, then Buyer delayed or conditioned) five (5) days prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller's insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within ninety (90) days following the Closing. The provisions of this AgreementSection 10.4 (excluding subsection (e) which is governed by Section 3.2(a) above) will survive the Closing for twelve (12) months.

Prorations. The following To the extent not included in the Assumed Reserved Liabilities, (i) Sellers shall be prorated between Buyer bear all personal property and Seller as of 11:59 p.m. local time of ad valorem Tax liability with respect to the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Acquired Assets to the extent permissible for said yearsuch Tax relates to periods prior to the Closing, and (ii) Purchaser shall bear all personal property and ad valorem Tax liability with respect to the Acquired Assets to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) such Tax relates to periods from and allocable either to the period before the Closing or to the period after the Closing, then Buyer in each instance irrespective of the reporting and Seller payment dates of such Taxes. To the extent not included in the Assumed Reserved Liabilities, (i) Sellers shall adjust bear all salaries and other compensation payable to employees or officers who are Transferred Employees, and other recurring payments under Contracts that are Designated Contracts with respect to the actual Taxes between Buyer Acquired Assets to the extent such salaries and Seller, outside of Escrow, as soon as reasonably possible following compensation and recurring payments relate to periods prior to the Closing. In addition , and (ii) Purchaser shall bear all salaries and other compensation payable to employees or officers who are Transferred Employees and other recurring payments under Contracts that are Designated Contracts with respect to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and thenAcquired Assets, to the extent such rents or other income salaries and compensation and recurring payments relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days periods from and after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall To the extent not be concerned with any prorations included in the Assumed Reserved Liabilities, all other property Taxes, ad valorem Taxes, and similar recurring Taxes and fees on the Acquired Assets, and all salaries and other compensation payable to employees or officers who are Transferred Employees, and other recurring payments under Contracts that are Designated Contracts, shall be pro rated for the applicable period between Purchaser and the applicable Seller as of 12:01 a.m. local time on the Closing Date. All payments to be made after by Purchaser or any Seller in accordance with this Section 2.9 shall be made, to the extent then determinable within 5 Business Days of the determination of the Final Closing pursuant Net Current Assets, or to this Agreementthe extent not determinable as of the determination of the Final Closing Net Current Assets, promptly following the determination thereof, with such payments paid to the appropriate Party when due. Each Party shall have the right of reasonable review and approval of the other's property Tax Returns and assessments for which any other Party bears any economic responsibility. The Parties shall reasonably cooperate with respect to any review, contest, or challenge of any Tax Return or assessment. The Parties shall undertake a reconciliation and allocation procedure using the mechanism set out above for the reconciliation and allocation of payroll expenses and costs, and other recurring payments under Contracts that are Designated Contracts; it being understood that the processing and payment of vendor invoices shall be performed in accordance with the procedures set forth in Schedule 2.9 hereto.

Prorations. The following Except to the extent otherwise specifically provided for herein and except to the extent the Book Value of such Liabilities are not deducted from the Aggregate Purchase Price in accordance with Section 2.03(a), Schedule 2.03(a)(1) and Schedule 2.03(a)(2), (i) all payments under or pursuant to any Assumed Contract (including document custodial arrangements and applicable insurance policies) or Contract for the Seller Licensed Intellectual Property, (ii) all items of income and expense with respect to the Owned Real Property and the Leased Real Property, and (iii) all real and personal property Taxes related to the Purchased Assets, whether or not payable after the Second Closing Date, shall be prorated between Buyer the Sellers and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Purchaser on the basis of a 365 day year, or for contracts payable on a monthly basis on the actual basis of a 30 day month, and the number of days elapsed during and days remaining in the month in which applicable period through the end of the Second Closing occurs: general Date. With respect to the real and special county and city real personal property taxes and special assessments (collectivelyTaxes, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes such proration shall be based on the most recent official tax bills or notice assessments of valuation available the real property and the personal property located thereon for the fiscal year in which Taxing period(s) prior to the Second Closing occurs, with due allowance Date and the then applicable Tax rates. With respect to be made any products sold (or services rendered) pursuant to any Assumed Contract or Contract for the maximum available discount or other exemptions Seller Licensed Intellectual Property, the Sellers and Purchaser shall use commercially reasonable efforts to arrange for vendors to xxxx the extent permissible for said yearSellers directly, through and to including the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Second Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or Purchaser directly after the Second Closing Date. To the extent that vendors xxxx the Sellers after the Second Closing Date for any such products or services provided after the Second Closing Date, all of which rentsthe Sellers shall forward such bills to Purchaser, other income and expenses Purchaser shall be prorated as of pay such bills when due. To the Closing. Rents and other income, if any, collected by Buyer extent that vendors xxxx Purchaser after the Second Closing Date for any such products or services provided before the Second Closing Date, Purchaser shall be applied first forward such bills to any amounts the Sellers, and the Sellers shall pay such bills when due to Buyer and then, to the extent such rents bills are not otherwise included in the calculation of the Aggregate Purchase Price or other income relate otherwise included in the True-up Payment. A final determination of all amounts prorated pursuant to this Section 2.03(g) shall occur at the time Purchaser prepares and delivers to the period ending on Sellers the Post-Closing Statement in accordance with Section 2.04, and any payment required by the Sellers or before the Closing, Purchaser pursuant to such rents or other income determination (“True-up Payment”) shall be paid to Seller within ten (10) days after end of the month reflected in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementAdjustment.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local If the Purchase Price is received by Seller’s depository bank in time of the day immediately preceding to credit to Seller’s account on the Closing Date, on the basis day of the actual number of days elapsed during the month in which the Closing occurs: general shall belong to Buyer and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance all prorations hereinafter provided to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion as of the Property) and allocable either to Closing shall each be made as of the period before end of the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property day before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against If the cash portion of the Purchase Price at is not so received by Seller’s depository bank on the ClosingClosing Date, then the day of Closing shall belong to Seller and such proration shall be made as of the end of the day that is the Closing Date. Escrow Holder In each such proration set forth below, the portion thereof applicable to periods beginning as of Closing shall be credited to Buyer or charged to Buyer as applicable and the portion thereof applicable to periods ending as of Closing shall be credited to Seller or charged to Seller as applicable. The parties acknowledge and agree that the Lease is a fully triple net lease such that Buyer, as tenant, is responsible to pay directly, or reimburse Seller for, any and all expenses incident to the ownership, operation and maintenance of the Premises, in each case as required under the Lease. As a result, the parties shall not be concerned engage in normal and customary prorations. However, at Closing, Buyer shall pay or credit to Seller any and all of the following: (i) all Rent (as defined in the Lease) owing from Buyer, as tenant, to Seller (such amounts, “Rental Amounts”) under the Lease for the portion of the month in which closing occurs occurring prior to Closing and any period prior to Closing to the extent not previously paid by Buyer to Seller, including, but not limited to, any rental delinquencies; and (ii) all sums advanced or paid by Seller for real estate taxes, operating expenses, general assessments or special assessments related to the Premises for any period prior to or subsequent to the Closing to the extent not previously paid or reimbursed by Buyer, including, but not limited to, real estate taxes paid by Seller with respect to any prorations period prior to or subsequent to the Closing and not yet reimbursed. At Closing, Seller shall credit to Buyer any Rental Amounts paid by Buyer that are allocable to be made the period from and after Closing; provided, however, that Seller shall retain all amounts of additional rent previously paid by Buyer to Seller on account of common area maintenance expenses, real estate taxes, insurance expenses or other expenses to the extent incurred by Seller on account of expenses allocable to the Premises prior to or after Closing pursuant to this Agreementand previously paid by Seller.

Prorations. The following 13.1. 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); 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' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be prorated between Buyer credited to Seller; and Seller other similar items shall be adjusted ratably as of 11:59 p.m. local time of the day immediately preceding 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 hxx xre-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 actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming most recent ascertainable data. The Purchaser shall assume Seller's insurance policy 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 policies). Proration of Taxes commissions payable to said consultants (if any) shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any treated as a portion of the Property) and allocable either real estate tax liability to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside be pro-rated as of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, . All costs associated with telephone directory listings and Buyer shall receive all rents and any other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses prepaid advertisements shall be prorated as of the Closing. Rents Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and other income, if any, collected by Buyer 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 applied first to any amounts due to Buyer and then, to deemed final as prorated on the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income Closing Date) shall be paid subject to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation post-closing adjustments as necessary to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer reflect later relevant information not available at the Closing orand 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 Seller's option, credited which time all prorations shall be deemed final and not subject to Buyer against the cash portion further post-closing adjustment. The provisions of the Purchase Price at preceding sentence shall survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following (a) Real property taxes and assessments, personal property taxes (if any), rent (whether prepaid or applicable to the current rental period) and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on . Buyer shall be responsible for all leasing commissions and the basis cost to landlord of tenant improvements attributable to periods after the actual number of days elapsed Closing Date for all leases executed during the month Contract Period as set forth in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policiesSection 4.2(b). Proration Buyer shall receive a credit in escrow in the amount of Taxes shall be based on any deposits under the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (Lease or any portion thereof, which are in Seller's possession and refundable to the tenant as of the Property) Closing Date plus the amount of any prepaid rent for periods from and allocable either after the Closing Date. Buyer shall not be entitled to any interest on such deposits which may have accrued prior to the period before Closing Date unless such interest, under the Closing or to terms of the period after Lease, accrues for the Closing, then Buyer and Seller shall adjust benefit of the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closingtenant. In addition to the foregoing apportionments, Seller shall receive all rents a credit in escrow for any refundable deposits and/or bonds held by any utility, governmental agency or service contractor with respect to the Property. Any rent collected by Buyer after the Closing Date shall be applied first to pay any rent then due and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before owing for any period prior to the Closing Date, and Buyer shall receive all rents and other income accruingremit such amounts immediately upon receipt to Seller, and shall then to pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or any rent owing for any period after the Closing Date. If either Buyer or Seller receives any revenues attributable to the period during which it is not the owner of the Property, all 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 which rentsthe Property, the amount paid to the other income and expenses party shall be prorated based upon proration as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collectedDate as set forth above). Buyer shall incur no obligation use its best efforts to collect and assist Seller in collecting any revenue which is owed to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at as of the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate or which comes due thereafter.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing DateCurrent real estate taxes, based on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real latest tax xxxx then available; personal property taxes and special assessments (collectivelyassessments, "Taxes") for the tax period then in effect collected rents, maintenance fees, solid waste disposal obligations and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearcontract obligations, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses similar customarily proratable items shall be prorated as of the Closing Date with Buyer being responsible for and assuming payment for all amounts due for all periods after Closing and being credited with those due or collected for those periods prior to Closing on the day of Closing. Rents In the event either party collect rent of which a portion belongs to the other party, then the collecting party shall prorate such rent and deliver the other party's share within 10 days of receipt. The provisions of the Paragraph are intended to survive Closing. Seller shall have the right to collect any past due rents and Buyer shall cooperate with Seller in the collection process for such rents. All amounts payable by tenants at the Property as periodic estimates of the costs of the utilities, taxes, insurance, maintenance, repairs and other income, if any, collected by Buyer after operating expenses relating to the months or other applicable periods up through the month or other applicable period within which the Closing occurs shall be applied first adjusted and prorated as above. Seller shall not receive a credit for any estimates and expenses which are due and payable prior to Closing but not yet billed or paid, or delinquent at the time of Closing, but Buyer shall pay such amounts to Seller immediately upon receipt of any amounts which are billed, paid, or are delinquent with respect to the period after Closing. Buyer agrees to take all reasonable efforts to xxxx and collect any such sums due for periods prior to Buyer Closing which are not billable by the Seller prior to Closing and then, Seller hereby reserves all rights to take legal action against tenants at the Property for recovery of all such items applicable to the period before Closing to the extent such rents or other income relate to the period ending on or before the not paid after Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between (a) On or before the Closing, Buyer and Seller shall agree on the amounts of the prorations and inform Escrow Agent of such amounts. In accordance therewith, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. local time the day prior to the Closing, all income and expenses with respect to the Property and payable to or by the owner of the day immediately preceding the Closing DateProperty, including, without limitation: (i) all real property taxes on the basis of the actual number of days elapsed during the month in fiscal period for which assessed (if the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for shall occur before the tax period then in effect and insurance premiums (but only if Buyer rate is assuming Seller's insurance policy or policies). Proration fixed, the apportionment of Taxes taxes shall be based on the most recent official tax bills or notice of valuation available rate for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions preceding period applied to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes latest assessed against the Property valuation); (or any portion of the Propertyii) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accruedtenant payments, and shall pay all other expenses accrued or incurredif any, in connection with received under the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents Leases; (iii) delinquent rentals and other income accruingtenant payments, if any, not more than 30 days overdue under the Leases; (iv) charges for water, sewer, electricity, gas, fuel and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Dateutility charges, all of which rents, other income and expenses shall be prorated as read promptly before Closing, unless Seller elects to close its own applicable account, in which event Buyer shall open its own account and the respective charges shall not be prorated; (v) amounts prepaid and amounts accrued but unpaid on service contracts and management contracts which are to be assumed by Buyer; and (vi) amounts, if applicable, pursuant to Section 18.16. At the Closing Buyer shall pay or reimburse Seller for all leasing commissions, tenant improvement costs and other charges payable by reason of or in connection with any Lease entered into after July 7, 1997 or any renewal, modification or extension of an existing Lease after such date. Real property tax refunds and credits received after the Closing which are attributable to a fiscal tax year prior to the Closing shall belong to Seller. Any such refunds and credits attributable to the fiscal tax year during which the Closing occurs shall be apportioned between Seller and Buyer after deducting the reasonable out-of-pocket expenses of collection thereof, and this apportionment obligation shall survive the Closing. Rents At the Closing, Seller shall deliver to Buyer all security deposits (plus interest accrued thereon to the extent required to be paid by the applicable Lease or applicable law) required to be held by Seller under the Leases (other than those then permitted to be applied by Landlord against outstanding obligations). Delinquent rentals and other incometenant payments more than 30 days overdue, if any, collected shall not be prorated and all rights thereto shall be retained by Buyer Seller who reserves the right to collect and retain such delinquent rentals and payments, provided that any legal proceedings initiated by Seller with respect to the collection thereof shall be subject to Buyer's approval not to be unreasonably withheld or delayed. If at any time after the Closing Buyer shall receive any such delinquent rentals or payments (all of which Buyer shall use its best efforts to obtain), Buyer shall immediately remit such rents and payments to Seller, provided that any monies received by Buyer from a delinquent tenant shall be applied first to current rents then due and payable and then to delinquent rents in the inverse order in which they became due and payable. If any amounts due tenants are required to Buyer and thenpay percentage rent, to the extent such rents additional rent or escalation charges for real property taxes, operating expenses or other income relate to the period ending on or before the Closingcharges, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. and Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited reasonably estimate the unpaid amount thereof attributable to any period prior to the Closing and Buyer against the cash portion of the Purchase Price shall pay such amount to Seller at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following (a) Rents, including, without limitation, percentage rents, escalation charges for Real Estate Taxes, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents"), and any additional charges and expenses payable under Leases; Real Estate Taxes and personal property taxes, including refunds with respect thereto, if any; the current installment (only) of any improvement bond or assessment that is a lien on any Property or that is pending and may become a lien on any Property; water, sewer and utility charges; amounts payable under any existing Contract, Contract entered into after the Effective Date and in accordance with this Agreement; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other income or expenses relating to the operation and maintenance of each Property (other than any Leasing Costs and free rent which shall be prorated between Buyer and Seller as provided in Section 7.2), shall all be prorated as of 11:59 p.m. local time of the day immediately preceding 12:01 a.m. Eastern Standard Time on the Closing Date, on the basis of a 365-day year, with Buyer deemed the actual number owner of days elapsed during the Properties on the entire Closing Date. Rent which is due but uncollected as of the Closing Date shall not be adjusted. On the Closing Date, Seller shall deliver to Buyer a schedule of all such past due but uncollected rent owed by tenants. Buyer agrees to cause the amount of such rental arrears to be included in the first bills thereafter submitted by Buyer to such tenants after the Closing Date. Any rents collected from a tenant after the Closing Date shall be applied first to the month in which the Closing Date occurs: general , next to any rents payable by such tenant after the Closing Date and special county thereafter to any arrearage owed by such tenant on the Closing Date in the inverse order of maturity. Additional rent payments (and city estimated additional rent payments) actually paid by tenants prior to Closing attributable to real property estate taxes and special assessments operating costs shall be adjusted as of the Closing Date. Additional rent payments (collectively, "Taxes"and estimated additional rent payments) for attributable to real estate taxes and operating costs to be paid by tenants after the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)Closing shall be adjusted upon receipt by Buyer. Proration The adjustments of Taxes additional rent payments shall be based on upon the most recent official tax bills or notice number of valuation available for the fiscal year days in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period for which such payment relates that are before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date. In no event will Buyer be entitled to receive any payments on or under the promissory notes or other agreements referred to in Section 8.7. Buyer shall use reasonable efforts until October 6, all 1998 to collect any delinquent rents that accrued prior to the Closing Date (but Seller shall have the right to commence and pursue litigation against any Tenant to collect delinquent rents and/or expense reimbursements, provided that Seller may not seek as a remedy in any such litigation the termination of which rents, other income and expenses shall be prorated as any Leases or the dispossession of the Closingany Tenant). Rents and other income, if any, collected Seller agrees to forward any rents received by Buyer it after the Closing Date to Buyer for application in accordance with the provisions hereof. The amount of any security deposits that are required to be returned to Tenants under Leases shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price (and Seller shall be entitled to retain such security deposits). In the event any Property has been assessed for property taxes purposes at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.such rates as would result in reassessment (i.e., "

Prorations. The following All normal and customarily proratable items, including, without limitation, rents, operating expenses and other expenses and fees, and payments relating to any agreements affecting the Property which survive the Closing, shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis Seller being charged and credited for all of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either same attributable to the period before up to the Closing or Date (and credited for any amounts paid by Seller attributable to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. All leasing commissions payable with respect to Existing Tenant Leases for lease terms which rents, other income and expenses have commenced (but excluding leasing commissions which are payable with respect to renewal terms which have not yet commenced) prior to the Closing Date shall be prorated paid by Seller at or prior to Closing, and Purchaser shall be responsible for all leasing commissions payable with respect to renewal terms which have not commenced as of the ClosingClosing Date; provided, however, that in the event any new Tenant Lease with a term which commences after the end of the Inspection Period is approved by Purchaser, Purchaser shall pay all leasing commissions with respect thereto. Rents and other incomeAll unapplied Deposits under Tenant Leases, if any, collected by Buyer after the Closing shall be applied first transferred by Seller to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price Purchaser at the Closing. Escrow Holder Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraph. The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be concerned with prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations that at the Closing are discovered subsequent to the Closing, then such item shall be made reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a period (the "Proration Period") from the Closing Date until one hundred twenty (120) days after the Closing Date; provided, however, that the Proration Period with respect to real and personal property taxes with respect to the Property shall be from the Closing Date until December 31, 1998. In the event that there is any subsequent adjustment to the real and personal property taxes with respect to the Property as a result of a tax valuation protest, then the cost of such protest shall be offset against the tax savings resulting therefrom prior to prorating taxes pursuant to this AgreementSection 8.4. Neither party hereto shall have the right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the Proration Period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its good faith recomputation of the proration and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within the Proration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. The following shall be 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated between Buyer and on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); tenant reimbursement obligations for operating expenses paid by Seller as of 11:59 p.m. local time of for the day immediately preceding period prior to the Closing Date; 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 installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official ascertainable data. If any ongoing real estate tax bills or notice contest has not been finalized as of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, Purchaser and Buyer shall receive all rents and other income accruingSeller agree that the tax bill existing prior to the contxxx, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as of it relates to the Closing. Rents and other income, if any, collected by Buyer after real estate tax proration for the Closing shall be applied first to any amounts due to Buyer and then, current tax year to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other incometax contest is successful. All security other prorations will be final except as to delinquent rent referred to in Paragraph 15.2 below and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementas provided in Paragraph 15.3.

Prorations. The following shall be prorated between Buyer and Seller As soon as of 11:59 p.m. local time of practicable after the day immediately preceding the Closing Applicable Site Transfer Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general real estate and special county and city real personal property taxes and special assessments (collectively, "Taxes") attributable to those BTS Sites being transferred shall be apportioned as of the Applicable Site Transfer Date for each. Such apportionments shall be made pro rata on a per diem basis as of the Effective Date so that all such Taxes attributable to the period prior to the Applicable Site Transfer Date are for the tax account of Assignor; and all such Taxes attributable to the period then in effect on and insurance premiums (but only if Buyer is assuming Seller's insurance policy after the Applicable Site Transfer Date are for the account of SBCW or policies)applicable Cingular Group Member. Proration of Taxes shall initially be determined based on the most recent official tax bills or notice of valuation available for previous year's taxes and shall later be adjusted to reflect the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said current year, and to the extent 's Taxes when the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either are finally rendered. The parties shall fully cooperate to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and thenavoid, to the extent such rents legally possible, the payment of duplicate Taxes, and each party shall furnish, at the request of the other, proof of payment of any Taxes or other income relate documentation which is a prerequisite to avoiding payment of a duplicate tax. In the event that either party (the "Payor") pays a Tax for which the other party (the "Payee") is obligated in whole or in part under this Section, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Tax, and the Payee shall promptly pay such share to the Payor. In the event either Party (the "Recipient") receives refunds of a Tax to which the other Party (the "Beneficiary") is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such share to the Beneficiary. In the event there exists as of the Applicable Site Transfer Date any pending appeals of ad valorem tax assessments with regard to any of the BTS Sites being transferred, the continued prosecution and/or settlement of such appeals shall be subject to the direction and control of Assignee with respect to assessments for the year within which the Assignment occurs. The parties agree that the following items shall be also apportioned between Vendor and SBCW, as of the Applicable Site Transfer Date, as to the Completed CA/NV Sites and Construction Sites: (a) rents and revenues under all Third Party Collocation Agreements; (b) base rent, license fees, revenue sharing payments or other charges due to landlords, lessors or licensors under the Ground Lease and (c) utility charges relating to Tower lighting. Such apportionments shall be made pro rata on a per diem basis as of the Applicable Site Transfer Date so that all such rents, revenues, charges and payments attributable to the period ending on or before prior to the ClosingApplicable Site Transfer Date are for the account of Vendor; and all such rents, revenues, charges and payments attributable to the period from and after the Applicable Site Transfer Date are for the account of SBCW with such rents or other income shall be paid to Seller within ten adjustments (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller adjustments pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion first paragraph of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are this Section 4(d)) to be made after as of the Closing pursuant Applicable Site Transfer Date by the party that on a net basis owes money to the other party under this Agreementparagraph (d) by wire transfer of immediately available funds to such accounts as such other party shall direct in writing. The parties shall fully cooperate to avoid, to the extent legally possible, making duplicate payments to ground lessors or other counter-parties under the Ground Leases and to other third parties.

Prorations. The following Except as otherwise provided herein, and provided that Tenant timely delivers the first (1st) Assignment Fee Installment, Tenant shall be prorated between Buyer and Seller as responsible for its share of 11:59 p.m. local time additional monthly rent under Section 3.1 of the day immediately preceding Lease (the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes"“Lease Additional Rent”) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions respect to the extent permissible Premises, including all Operating Expenses and Tenant’s Percentage Share of all Property Taxes accruing through the Lease Assignment Effective Date and Tenant shall not be responsible for said year, and to such costs accruing after the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any Lease Assignment Effective Date. Tenant may have already paid a portion of the Property) and allocable either such Lease Additional Rent that relates to the period before the Closing or to the period periods after the ClosingLease Assignment Effective Date and, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) business days after end the Execution Date, Tenant and Landlord shall use commercially reasonable efforts to prepare a schedule of prorations covering as many items to be prorated as practicable. To the extent that such schedules show that Tenant has underpaid on account of Lease Additional Rent as of the month in which Lease Assignment Effective Date, such amounts were collected. Buyer underpayment shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits be paid by tenants Tenant to Seller pursuant Landlord within five (5) working days after Tenant’s receipt of such schedule; to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion extent that such schedule shows that Tenant has overpaid on account of Lease Additional Rent as of the Purchase Price at the Closing. Escrow Holder Lease Assignment Effective Date, Tenant shall not be concerned entitled to any reimbursement for such overpayment until the final accounting for the calendar year 2004 has been prepared and the annual reconciliation of Lease Additional Rent has been determined in accordance with the terms of the Lease as though the Lease were in effect as of such date. With respect to Lease Additional Rent for the calendar year 2004, Landlord shall deliver the statement required by Paragraph 4.5 of the Lease and Landlord shall refund any excess or Tenant shall pay any deficiency in accordance with such Paragraph. To the extent that such prorations that are have not been completed prior to the Execution Date, Tenant and Landlord agree to cooperate and to use commercially reasonable efforts to complete such prorations no later than thirty (30) days thereafter, except for any annual reconciliation of Additional Rent payable under the Lease which cannot be made after completed until the Closing pursuant final accounting for the calendar year 2004 has been prepared. Tenant shall also remain responsible for all of Tenant’s indemnification and other obligations which expressly survive assignment of the Lease but only with respect to this Agreementmatters arising or occurring on or before, and determinable as of, the Lease Assignment Effective Date.

Prorations. The following shall be prorated between Buyer All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all real property taxes, personal property taxes, ad valorem obligations and Seller as of 11:59 p.m. local time similar taxes imposed on a periodic basis, in each case levied with respect to the Transferred Assets or the operation of the day immediately preceding Vaccine Business for a taxable period which includes (but does not end on) the Closing Date, shall be apportioned between Seller and Purchaser as of the Closing Date based on the basis of the actual number of days elapsed during the month in which such taxable period prior to the Closing occurs: general Date (the “Pre-Closing Period”) and special county and city real property taxes and special assessments the number of days in such taxable period following the Closing Date (collectively, "Taxes") the “Post-Closing Period”). Seller shall be liable for the tax period then in effect proportionate amount of such taxes that is attributable to the Pre-Closing Period and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available Purchaser for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions proportionate amount of such taxes that is attributable to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Post-Closing or to the period Period. Within 90 days after the Closing, then Buyer Seller and Seller Purchaser shall adjust present a reimbursement to which each is entitled under this Section 5.8(d) together with such supporting evidence as is reasonably necessary to calculate the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following proration amount. The proration amount shall be paid by the Closing. In addition party owing it to the foregoing apportionmentsother within 10 days after delivery of such statement. Thereafter, Seller shall receive notify Purchaser upon receipt of any xxxx for real or personal property taxes relating to the Transferred Assets, part or all rents and other income accruedof which are attributable to the Post-Closing Period, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and promptly deliver such xxxx to Purchaser who shall pay all the same to the appropriate taxing authority, provided that if such xxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.8(d), the other expenses accrued or incurred, party shall make such reimbursement promptly but in connection with the ownership or operation of Property on or no event later than 30 days after the Closing Datepresentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and not made within 5 Business Days after its due date shall bear interest at the rate per annum determined, all from time to time, under the provisions of which rents, other income and expenses shall be prorated as Section 6621(a)(2) of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller Code for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementeach day until paid.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, then Buyer once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before the last day of the Survival Period (herein, the “Final Proration Date”). The provisions of this AgreementSection 10.4 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.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing Date and be adjusted against the Purchase Price due at Closing. : (a) Rents and any other incomeamounts actually collected from tenants and other persons using or occupying the Property as of the Closing Date; (b) personal property taxes, installment payments of special assessment liens, sewer charges, utility charges (utility charges shall be prorated based on the last reading of meters prior to Closing performed at Seller’s request, if anypossible) and normally prorated operating expenses actually billed or paid as of the Closing Date; (c) amounts owed by Seller or paid under the Designated Service Contracts as of the Closing Date, collected including, without limitation, any amounts paid by Buyer any service provider under the Designated Service Contracts prior to Closing; provided, however, that Purchaser hereby assumes all payments coming due under the Designated Service Contracts from and after the Closing Date (provided that Purchaser shall be applied first to receive a credit for the portion of any amounts due to Buyer and then, to the extent such rents or other income relate payment that relates to the period ending on or before prior to the ClosingClosing Date), such rents or other income including, but not limited to, the stub period until the term of the Designated Service Contracts expire; and (d) leasing commissions, finder’s fees and locator fees shall be paid in full by Seller for each lease executed by Seller prior to Seller within ten the Closing Date; provided, however, that Purchaser hereby assumes all such fees and commissions for each lease executed from and after the Closing Date. Within ninety (1090) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or(the “Reproration Period”), Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the Closing Date, but not billed or paid at Seller's option, credited to Buyer against the cash portion of the Purchase Price at that date; such obligations shall survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The Each of the following shall be prorated apportioned between Buyer RAI and Seller Acquiror as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing DateDate (the “Cut-Off Time”), on the basis of the actual number of days elapsed during of the month that shall have elapsed as of the Cut-Off Time and based upon the actual number of days in which the Closing occursmonth and a 365 day year: general (a) water, sewer, gas, electric, vault and special county and city real property taxes and special assessments fuel charges, if any (collectively, "Taxes"unless separately billed to a Seller (or its Affiliate) for the tax period then in effect usage prior to the Cut-Off Time and insurance premiums to Acquiror from and after the Cut-Off Time); (but only if Buyer is assuming Seller's insurance policy b) real estate Taxes, and general or policies). Proration of Taxes shall be based special assessments on the most recent official tax bills Transferred Owned Property, or notice of valuation available any other governmental Tax or charge levied or assessed against the Transferred Owned Property, but, in each case, only for the annual installment for the fiscal year in which the Closing Date occurs; (c) any other charge, with due allowance to be made for amount, cost or expense customarily prorated in the maximum available discount or jurisdiction in which the Transferred Owned Property is located, including rent, security deposits, prepaid rents and other exemptions to the extent permissible for said yearcredits, free rent credits, and credits in respect of tenant improvements, leasing commissions and capital expenditures; and (d) payroll and compensation expense for employees who become Transferred Employees. The Parties acknowledge and agree that the purpose and intent of the provisions set forth in this Section 2.08 as to prorations and adjustments is that RAI shall bear the expenses of the ownership and operation of the Transferred Owned Property for which buyers and sellers would customarily prorate or apportion and shall receive the income therefrom accruing through the Cut-Off Time and Acquiror shall bear such expenses and receive such income accruing thereafter. To the extent the tax bills do adjustments described in this Section 2.08 cannot accurately reflect be made at the actual Taxes assessed against Closing because applicable amounts cannot be finally ascertained, the Property (or any portion Parties shall make such adjustments at the Closing based on the best available information, subject to reasonably prompt adjustment upon receipt of the Propertyfinal report, distribution or other evidence of the applicable amounts as herein provided. The foregoing allocations and adjustments shall be shown on a closing statement (with such supporting documentation as the Parties may reasonably require being attached as exhibits to such statement) and allocable either to shall increase or decrease (as the period before case may be) the Closing Purchase Price payable by Acquiror. Any discrepancy resulting from such recomputation and any errors or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued omissions in computing apportionments at or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementpromptly corrected.

Prorations. The following 11.1 Subject to the provisions of this Paragraph 11, all revenues and expenses relating to the Property shall be prorated between as of the Close of Escrow. Expenses relating to the Property, including without limitation, real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis, and revenues relating to the Property, including, without limitation, rentals and other income (including, without limitation, common area charges and operating cost pass throughs) shall be prorated on a cash received basis, subject to the provisions set forth in Paragraph 11.5 below. It is understood that Buyer shall not be entitled to any income or revenue, and Seller shall not be obligated for costs and expenses, under the CRG Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the contrary in the Final CRG Lease). Such proration shall be made as of 11:59 p.m. local time of Pacific Standard Time on the day immediately preceding the Closing Date, on Date (the basis “Proration Time”). Buyer shall be responsible for all real estate tax reassessment and increase as a result of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)transactions contemplated under this Agreement. Proration of Taxes Seller shall be based on the most recent official entitled to all tax bills or notice of valuation available refunds for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions periods prior to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside Close of Escrow, as soon as reasonably possible following and Buyer shall remit the Closing. In addition same to Seller promptly after receipt; provided, however, that Buyer shall first deduct therefrom any portions thereof which are due to any of the foregoing apportionments, Seller shall receive all rents and other income accrued, tenants under the Leases and shall pay remit the same to such tenants. All monthly prorations shall be calculated on actual days of the applicable month and all other expenses accrued or incurred, in connection with the ownership or operation of Property before annual prorations shall be calculated based on a 365-day year. Prior to the Closing Date, Seller and Buyer shall receive all rents agree upon a schedule of expenses and other income accruingprorations (“Proration and Expense Schedule”). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses either party hereto shall be prorated as of entitled to an adjustment to correct the Closingsame. Rents and other income, if any, collected by Buyer after the Closing Such adjustments shall be applied first to any amounts due to Buyer made as soon as complete and thenaccurate information becomes available, to but in all events no later than April 30, 2008 (the extent such rents “Survival Cut-Off Date”). Any corrected adjustment or other income relate to the period ending on or before the Closing, such rents or other income proration shall be paid promptly in cash to Seller within ten (10) days after end the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the month in which such amounts were collected. Buyer parties under this Paragraph 11 shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security survive the Close of Escrow through the Survival Cut-Off Date and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned merged with any prorations that the Deed until the expiration of the Survival Cut-Off Date. The foregoing terms of this Paragraph 11.1 are subject to be made after the Closing pursuant to this Agreementterms of Paragraphs 11.2 through 11.5 below.

Prorations. The following 13.1. 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); fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be prorated between Buyer credited to Seller; and Seller other similar items shall be adjusted ratably as of 11:59 p.m. local time of the day immediately preceding 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 hxx xre-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 actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming most recent ascertainable data. The Purchaser shall assume Seller's insurance policy obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. Seller shall deliver to Purchaser all such real estate tax consulting contracts within fifteen (15) days of the date hereof. The fees or policies). Proration of Taxes commissions payable to said consultants (if any) shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any treated as a portion of the Property) and allocable either real estate tax liability to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside be pro-rated as of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, . All costs associated with telephone directory listings and Buyer shall receive all rents and any other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses prepaid advertisements shall be prorated as of the Closing. Rents Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and other income, if any, collected by Buyer Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending deemed final as prorated on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing orDate, at Seller's option, credited except as to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are delinquent rent referred to be made after the Closing pursuant to this Agreementin Paragraph 13.2 below.

Prorations. The parties hereto agree that the following expenses and ---------- items are to be prorated and are to be added to, or deducted from, the Purchase Price, as applicable, such prorations to be done at the Closing if practicable without prolonging the Closing and otherwise to be done as soon as possible thereafter: (a) Utility meters with respect to the Stores will be read on the Closing Date and the amounts due as disclosed by such readings will be prorated as of the date thereof; provided that, with respect to such meters which cannot be read, the proration hereunder will be based upon the last previous utility xxxx therefor. (b) The outstanding rentals and all other payments made to the landlords under the Leases (including any applicable common area maintenance charges, merchants association dues, insurance reimbursement, real estate taxes and special assessments, and other charges) are to be prorated as of the Closing Date based on the number of days in the month or other applicable payment period. Percentage rent under the Leases shall be prorated between as follows: although Buyer and shall pay any percentage rent due, Seller as shall be responsible for that portion of 11:59 p.m. local time percentage rent due under a Lease based on sales from the commencement of the day immediately preceding Lease year thereunder to the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments calculated (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration sole purpose of Taxes shall be based making the estimated payment at Closing referred to below) on the most recent official tax bills or notice an annualized basis as of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and paid to Buyer at Closing. Buyer shall receive all rents be solely responsible for that portion due under a Lease based on sales from and other income accruing, and shall pay all other expenses accrued or incurred, in connection with after the ownership or operation of Property on or Closing Date. Within fifteen (15) days after the Closing Date, all Seller will furnish Buyer with records which evidence gross sales of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, Seller at each Store to the extent such rents or other income relate necessary to the period ending on or before the Closing, such rents or other income shall be paid enable Buyer to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned comply with any prorations that are to be made after the Closing pursuant to this Agreement.the

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date(a) Rents, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyincluding, "Taxes") for the tax period then in effect and insurance premiums (but only without limitation, percentage rents, if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearany, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property any additional charges and expenses payable under Leases, all as and when actually collected (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closingwhether such collection occurs prior to, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date) and other income; real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property, shall all of which rents, other income and expenses shall be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year. Rents Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other incomeexpenses, if anyand free rent and other concessions, paid by Seller and for which Buyer is responsible pursuant to Section 7.2. All rents collected by Buyer after the Closing shall be applied first to any amounts and paid as provided in this Section 8.5(a). Any payment received from a tenant after Closing shall be deemed a payment of rent due to Buyer after the Closing until the tenant is current on rents and then, to sums due under the extent such rents or other income relate to the period ending applicable Lease on or before after the Closing, and then such rents or other income payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to xxx for collection. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). The amount of any cash security deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). In addition, at Closing, in connection with any tenant letters of credit which Seller currently holds as security deposits under the Leases, Seller shall provide to Buyer (i) a transfer form required by the issuing bank (if applicable) for the transfer of such letter of credit to Buyer, and (ii) the original letter of credit. Buyer shall be responsible for any applicable costs associated with any such transfers. If such letter of credit is not assignable by Seller, Seller shall reasonably cooperate with Buyer after Closing, provided that Seller shall not be responsible for incurring any expenses or liabilities, in order to have such letters of credit replaced with new letters of credit naming Buyer as the named beneficiary. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property as to which Buyer receives the benefit. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) days per annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after end of Closing and to the month manner in which such amounts payments were collectedapplied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Seller retains the right to pursue and control any tax appeals applicable to periods prior to the Closing, and Buyer shall incur no obligation cooperate with Seller with respect to such appeals. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller. To the extent Buyer receives any such refund, Buyer shall remit such refund to Seller for Buyer's failure within three (3) business days of receipt thereof. If any tenant of the Property is entitled to collect any portion of such rentals or other income. All security and any other refundable deposits paid by tenants to Seller refund pursuant to tenant leases the applicable terms of its Lease, Seller shall be delivered by certified funds remit such amount to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementsuch tenant.

Prorations. The following (a) Ad valorem taxes shall be prorated between Buyer and Seller as of 11:59 p.m. local time of Closing. If the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property ad valorem taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration year of Taxes Closing have not been determined as of Closing, the proration shall be based on the most recent official tax bills or notice of valuation available ad valorem taxes for the fiscal preceding tax year and the assessed value of the current year, provided if the assessed value for the current year has not been determined then ad valorem taxes shall be estimated based upon ad valorem taxes for the immediately preceding calendar year. No adjustment or proration will be made for any increase in the market value of the Property made by any applicable taxing authority as a result of this transaction, all such adjustments being the responsibility of Purchaser. This determination will be deemed to be final and no further adjustments will be required. If the Property has been designated or valued as agricultural, open space or other special category such that their sale or change of use would trigger the imposition of any “rollback” or “catch up” tax, West Plano Land — Diodes Contract of Sale Seller shall be responsible for any such taxes and interest thereon for periods prior to Closing. Seller shall pay to or credit Purchaser at Closing the amount of “rollback” taxes, including, without limitation, interest and penalties for all periods prior to the date of Closing, which Seller and Purchaser reasonably determine as of the Closing would have been due and payable as if the change of usage of the Property was made as of the date of Closing and thereafter, Purchaser shall be responsible for paying such “rollback taxes” when they become due and payable. This determination will be deemed to be final and no further adjustments will be required. Notwithstanding the foregoing, provided that Seller has made an agricultural use exemption through the Closing Date, prorations for the tax year in which the Closing occurs, with due allowance to Date occurs shall be made for calculated based on ad valorem taxes assessed as if the maximum available discount or other exemptions agricultural use exemption had remained in place throughout the such tax year. Assessments related to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall Legacy Association will additionally be prorated as of the Closing, will be deemed to be final and no further adjustments will be required. Rents and other income, if any, collected by Buyer after The obligations of the parties in this Section 8.04 shall survive the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementContract.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments following (collectively, the "TaxesPRORATION Items") ): real estate taxes and assessments only. Seller will be charged or credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing Date, and Purchaser will be charged or credited for all of the Proration Items relating to the period after the ClosingClosing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller using its reasonable business judgment and submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, then Buyer delayed or conditioned) (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made between Seller and Purchaser in respect of Rentals, operating costs, Billable Operating Costs or insurance premiums, and Seller's insurance policies will not be concerned with any prorations that are assigned to Purchaser. All adjustments other than the specified Proration Items shall be made by Seller, as landlord, and Tenant, as tenant, which adjustments shall be made in accordance with the Lease as if the Closing Date and Lease Surrender were the expiration date of the Lease. Final readings and final xxxxxxxx for utilities will be made as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills, otherwise, such prorations shall be made between Seller and Tenant, as aforesaid, for the period up to and including the Closing Date, and between Tenant and Purchaser for the period after the Closing pursuant Date. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Purchaser will use reasonable efforts to give Seller ten (10) business days notice of the Closing Date to allow Seller adequate time to arrange for final readings and calculation of all prorations. The provisions of this AgreementSection 10.4 will survive the Closing for nine (9) months.

Prorations. The following shall be prorated between Buyer All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and Seller as of 11:59 p.m. local time of similar taxes imposed on a periodic basis, in each case levied with respect to the day immediately preceding Purchased Assets, the Products or the Business for a taxable period which includes (but does not end on) the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice apportioned between Seller and Purchaser as of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, based on the number of days in such taxable period prior to the Closing Date, (“Pre-Closing Period”) and Buyer the number of days in such taxable period including and following the Closing Date (“Post-Closing Period”). Seller shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with be liable for the ownership or operation proportionate amount of Property on or such Taxes that is attributable to the Pre-Closing Period. Within ninety (90) days after the Closing Date, all of Seller and Purchaser shall present a reimbursement to which rents, other income and expenses shall be prorated each is entitled under this Section 3.3(c) together with such supporting evidence as of is reasonably necessary to calculate the Closingproration amount. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration amount shall be paid by the Party owing it to Seller the other within ten (10) days after end delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any bxxx for personal property Taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such bxxx to Purchaser who shall pay the same to the appropriate taxing authority; provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such bxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 3.3(c), the other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 3.3(c) and not made within thirty (30) days of delivery of the month in which such amounts were collected. Buyer statement shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer bear interest at the Closing orrate per annum determined, at Seller's optionfrom time to time, credited to Buyer against under the cash portion provisions of Section 6621(a)(2) of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCode for each day until paid.

Prorations. The following (A) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all as and when actually collected; real property taxes and assessments due and payable in the year in which the Closing occurs (without regard to the date levied, assessed or accrued and without regard to any fiscal year) (provided there shall be no proration of delinquent rents to Seller until such delinquent rents are collected); water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); maintenance charges and amounts payable under reciprocal easement agreements and other recorded documents; vending machine and paper recycling income; and any other income and expenses of the operation and maintenance of the Property (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated between Buyer and Seller as of 11:59 p.m. local time on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day immediately preceding the Closing Dateof Closing), on the basis of a 365-day year; provided, however, that any real estate taxes payable directly by tenants to the actual number of days elapsed during the month in which the governing taxing authorities or reimbursable by tenants after Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") shall not be prorated. Buyer shall reimburse Seller for the tax period then in effect tenant improvement costs, leasing commissions, legal fees and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearexpenses, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) free rent and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrowother concessions, as soon as reasonably possible following the Closingprovided in Section 7.2. In addition to the foregoing apportionments, Seller shall receive all All rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, sums collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents paid as provided in this Section 8.5(a). If a tenant or other income relate payor shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant or other payor is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the period ending on or before the Closingtenant's premises, such rents payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received after Closing shall be deemed a payment due after the Closing until the tenant or other income payor is current in its post-Closing obligations, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller but shall not be required to initiate litigation or terminate any lease. Seller retains the right to collect any such rents and other sums from tenants and other payors after Closing; provided, however, that Seller shall have no right to evict any tenant or to exercise any other landlord-tenant remedy other than to sue for collection. Without intending to limit the generality of the xxxegoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants are collected monthly in arrears and, upon receipt of such payments after Closing, such sums shall be applied toward the period to which they properly pertain, and shall be prorated between Seller and Buyer, with the party receiving same promptly paying to the other party such other party's share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). Buyer shall promptly reimburse Seller for Seller's prorated share of all expenses that are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior to the date of Closing, if required by law or contract) shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. At Closing, Seller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers (or as soon as reasonably practicable after Closing, if the procedures for such transfer reasonably require a delay in transfer until after the Closing). Between the date of Closing and until such transfer takes place, Seller agrees to hold any such non-cash security deposit for the benefit of Buyer. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges that are paid in arrears or are otherwise not yet ascertainable or payable as of the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) days per annum or (ii) the prime rate (or base rate) reported from time to time in the "Money Rates" column or section of THE WALL STREET JOURNAL as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after end of Closing and to the month manner in which such amounts payments were collectedapplied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer shall incur no obligation to or Seller for Buyer's failure to collect after Closing (net of third party costs incurred in obtaining such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases refund) shall be delivered by certified funds paid to Buyer at the Closing orparty(ies) who previously paid or were responsible for such taxes, at whether it be Seller's option, credited to Buyer against Buyer, or tenants under the cash portion of the Purchase Price at the Leases, and shall be prorated appropriately. The preceding sentence shall survive Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time It is the overall intent of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other parties that income and expenses of the Property shall be prorated as of the Closing. Rents Closing Date with the intent that Seller will have the benefit of all accrued income, including all rents paid by tenants under the Leases ("Income") and be responsible for all costs, liabilities, capital, operating and other incomeexpenses in relation to the Property through Closing Date, if anyand Buyer will have the benefit of all Income accrued and be responsible for all costs, collected by Buyer liabilities, capital, operating and other expenses in relation to the Property from and after the Closing Date. Ad valorem property taxes and other revenues and expenses of, and impounds, prepayments or deposits affecting or related to, the Property (including rents and other sums due under Leases as hereinafter set forth) will be prorated between Seller and Buyer as of the Closing Date, and any security deposits then held pursuant to Leases will be credited to Buyer. Ad valorem property taxes, with maximum allowable discount for early payment, will be prorated on the basis of actual taxes for the year of Closing, if known, or otherwise on the basis of ad valorem property taxes for the immediately preceding year (based upon the maximum discount allowed for early payment). Special assessment liens certified as fully determined and final, or for which the work has been completed, as of the Closing Date will be paid by Seller, and any other pending assessments will be assumed by Buyer. Seller reserves the right to collect any past due rents and other payments and tenant reimbursements under the Leases applicable to Seller's period of ownership (collectively, "Delinquent Tenant Payments") and Buyer agrees to use commercially reasonable efforts to collect such Delinquent Tenant Payments and shall also reasonably cooperate with Seller, at no expense to Buyer, in Seller's efforts to collect such Delinquent Tenant Payments; provided, however, that Buyer shall not be applied first required to commence any amounts due legal proceeding or similar proceeding against any delinquent Tenant to Buyer and then, collect monies owed to the extent such rents or other income relate to the period ending on or before Seller. At the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to reimburse Seller for Buyer's failure the amount of any transferable utility deposits which are transferred to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to become the property of Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at Closing. This Section 9.5 shall survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the LPIF Portfolio shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, . Income and expenses shall be prorated on the basis of a 30-day month and on a cash basis (except for items of income and expense that are payable less frequently than monthly, which shall be prorated on an accrual basis). All such items attributable to the actual number of days elapsed during the month in which period prior to the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date shall be based credited to Seller; all such items attributable to the period on the most recent official tax bills or notice of valuation available for the fiscal year in which and following the Closing occurs, Date shall be credited to Buyer. Buyer shall be credited in escrow with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or a) any portion of the Property) and allocable either rental agreement or lease deposits in Seller's possession with respect to the period before LPIF Portfolio which are refundable to the tenants and (b) rent prepaid beyond the Closing Date. Buyer shall not be entitled to any interest on rental agreement or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses lease deposits or prepaid rent accrued on or incurred, in connection with the ownership or operation of Property before the Closing Date, except to the extent any such amount of interest is refundable or payable to any tenant under a Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the LPIF Portfolio, to the extent such deposits or bonds are assigned to and accepted by Buyer on the Closing Date. In addition, Seller shall be credited in escrow with any leasing commissions, free rental periods or tenant improvement or other allowances paid or endured by Seller during the portion of the Contract Period after the expiration of the Inspection Period to the extent such relate to Tenant Leases executed after the expiration of the Inspection Period and are equitably allocable to that portion of the stabilized term (i.e. the term following the tenant's entry into occupancy and commencement of unabated rental obligations) of any such Tenant Lease of the LPIF Portfolio following the Closing Date. To the extent approved by Buyer or applicable under any Tenant Lease with respect to any extension term or expansion of premises that is exercised after the expiration of the Inspection Period, Buyer shall receive assume all rents and obligations for any such leasing commissions, free rental periods or tenant improvement or other income accruing, and allowances payable following the Closing Date. Buyer shall pay all be credited in escrow with any leasing commissions free rental periods or tenant improvements or other expenses accrued allowances to be paid or incurred, in connection with the ownership or operation of Property endured by Buyer on or after the Closing DateDate with respect to the current term of any Tenant Lease executed or any extension term or expansion of premises exercised, all of which rentsin each case, other income and expenses shall be prorated as prior to the expiration of the Closing. Rents Inspection Period, and other income, if any, collected by Buyer after the Closing Seller shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending pay on or before the Closing, Closing Date all such rents or other income shall be paid items payable prior to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following Seller and the Assigning Subsidiaries shall bear all property and ad valorem tax liability with respect to the Purchased Assets if the lien or assessment date (the date on which the liability becomes fixed or assignable to the Purchased Assets) arises on or prior to the Cut-Off Date irrespective of the reporting and payment dates of such Taxes. Seller and the Assigning Subsidiaries shall be prorated between Buyer and Seller responsible for all other Taxes as of 11:59 p.m. levied by any foreign, federal, state or local time taxing authority in any jurisdiction with respect to the ownership, use or leasing of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") Purchased Assets for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property all periods (or any portion of the Propertyportions thereof) and allocable either on or prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer Purchaser shall receive be responsible for all rents and other income accruingsuch Taxes with respect to the ownership, and shall pay use or leasing of the Purchased Assets for all other expenses accrued periods (or incurred, in connection with the ownership or operation of Property on or portions thereof) after the Closing Date. Notwithstanding the foregoing sentence, all any property and ad-valorem tax liability not subject to the first sentence of which rentsthis Section 2.5 or any sales, other income and expenses use or similar Tax liability shall be prorated allocated between the Seller and the Assigning Subsidiaries and the Purchaser and the Purchaser Affiliates as of the Cut-Off Date. All payments to be made by Seller and the Assigning Subsidiaries in accordance with this Section 2.5 shall be made, to the extent then determinable, at the Closing with such payments deposited into escrow until due, or, to the extent not determinable as of the Closing, promptly following the determination thereof, with such payments deposited into escrow pursuant to Section 2.6 until due. Rents Purchaser shall have the right of review and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end approval of each member of the month in Seller Group's property Tax Returns and assessments and the right to contest any assessment for which such amounts were collectedPurchaser may be adversely affected. Buyer Seller shall incur no obligation cause each Assigning Subsidiary to Seller for Buyer's failure cooperate with Purchaser to collect such rentals or other income. All security and advance any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementcontest.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time To the extent that any of the day immediately preceding items listed below in this Section 3.5 are paid by Sellers prior to the Closing or are payable by Purchaser or the Sellers after the Closing Date, on the basis such items shall be apportioned as of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date such that Sellers shall be based on the most recent official tax bills or notice of valuation available liable for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions (and shall reimburse Purchaser to the extent permissible for said year, that Purchaser shall pay) that portion of such of the foregoing relating or attributable to periods prior to the Closing Date and Purchaser shall be liable (and shall reimburse Sellers to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any Sellers shall have paid) that portion of the Property) and allocable either to the period before the Closing foregoing relating or to the period after the Closingattributable to, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property periods on or after the Closing Date. Should any amounts to be prorated not have been finally determined on the Closing Date, all a mutually satisfactory estimate of which rentssuch amounts made on the basis of Sellers' records shall be used as a basis for settlement at Closing, other income and expenses shall the amount finally determined will be prorated as of the ClosingClosing Date and appropriate settlement made as soon as practicable after such final determination. Rents If as a result of any such settlement in accordance with the preceding sentence Purchaser is owed an amount from Sellers, Purchaser shall have the right in its sole discretion to be reimbursed for such amount out of the Escrow Amount. Such prorated items shall include: (a) personal property, real estate, retail sales, occupancy and other incomewater Taxes, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, on or with respect to the extent such rents Business, the Acquired Assets and/or the Assumed Obligations; (b) Taxes, rent and other items payable by Sellers under any Assumed Lease, Assumed Contract or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no contractual obligation to Seller be assigned to or assumed by Purchaser hereunder, except as provided in Section 2.5 hereof; (c) the amount of sewer rents and charges for Buyer's failure water, telephone, electricity and other utilities and fuel; (d) payroll expenses related to collect such rentals or other income. All security employees of Sellers hired by Purchaser at Closing; and (e) insurance premiums of any other refundable deposits paid policies acquired by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer Purchaser at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned Sellers and Purchaser agree to furnish each other with any prorations that are such documents and oxxxx xxxxrds as each party reasonably requests in order to be confirm all adjustment and proration calculations made after the Closing pursuant to this AgreementSection 3.5. The proration and adjustment process provided in this Section 3.5 shall also include an adjustment of cash received by Purchaser or Sellers (as the case may be) to which the other is entitled pursuant to the provisions of Sections 2.1 and 2.3 above, but shall not include an adjustment for security and other deposits heretofore paid by Sellers to third parties.

Prorations. The following shall be prorated between Buyer (e) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, then Buyer once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made -37- 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this AgreementSection 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same at Closing: $110,000.00.

Prorations. (a) The following shall all be prorated between Buyer and Seller as of 11:59 p.m. local time 12:01 a.m. on the date of the day immediately preceding the Closing DateClosing, on the basis of a 365-day year: (i) rents, and all other income from the actual number of days elapsed during Property, if any, including, without limitation, any additional charges, prepaid rent, if any, and any other expenses payable under the month in which Leases, if any, all as and when actually collected (whether such collection occurs prior to, on, or after the Closing occurs: general and special county and city Date); (ii) real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made (iii) water, sewer and utility charges, (iv) amounts payable under any service contracts for the maximum available discount or month in which the Closing occurs and prior months, (v) annual permits and/or inspection fees (calculated on the basis of the period covered), and (vi) any other exemptions expenses relating to the extent permissible for said year, operation and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion maintenance of the Property. For three (3) and allocable either to the period before the Closing or to the period after months following the Closing, then Buyer and shall include all rent arrearages, if any, on Buyer's monthly invoices or billings to tenants xxx xxomptly deliver to Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition any such rent arrearages that relate to periods prior to the foregoing apportionmentsClosing if and when collected by Buyer; PROVIDED, Seller HOWEVER, that Rents received by Buyer after the Closing Date shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before be first applied to Rents accruing after the Closing Date, and then to Rents accruing prior thereto. Buyer shall receive all rents and other income accruingbe under no obligation to recover for the benefit of Seller any unpaid Rents owing by tenants for periods prior to Closing Date. Seller shall have the right before the Closing, to take such action as Seller deems appropriate to recover any unpaid Rents for periods prior to the date of Closing, and after the date of Closing, Seller may pursue any and all remedies available to Seller in law or equity to recover unpaid Rents for periods prior to the date of Closing. The amount of any security or other deposits as actually collected, IF ANY, or similar fees paid by tenants under the Leases, as to the extent actually collected, shall pay be credited against the cash portion of the Purchase Price; accordingly, Seller shall retain the deposit and/or similar fees paid by tenants under the Leases, as actually collected, and Buyer shall be responsible for handling all other expenses accrued or incurred, security deposits of the tenants of the Property in connection accordance with the ownership or operation Leases and applicable law. Seller shall retain all utility deposits, if any. Seller and Buyer hereby agree that if any of Property the aforesaid prorations cannot be calculated accurately on or the Closing Date, then the same shall be calculated within thirty (30) days after the Closing Date, all or as soon as sufficient information is available to permit the parties to accurately calculate such proration(s), and either party owing the other party a sum of which rents, other income and expenses money based on such subsequent proration(s) shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, pay said sum to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller party within ten (10) days after end such calculation is made; PROVIDED, HOWEVER, that the tax prorations and assessments referenced in Section (ii) herein shall be final as of the month in which such amounts were collectedClosing Date. Buyer shall incur no obligation Notwithstanding anything to Seller for Buyer's failure the contrary contained herein, to collect such rentals or other income. All security and the extent any other refundable deposits paid by tenants to Seller of the foregoing Property-level expenses are the responsibility of Tenant pursuant to tenant leases the terms of the CitiCorp Lease, then such expense items shall NOT be delivered by certified funds to prorated --- between Seller and Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer and Seller Except as of 11:59 p.m. local time of the day immediately preceding the Closing Dateotherwise provided herein, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyrent, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursreceivables, with other amounts due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearKEM, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closingall amounts payable by KEM such as property taxes, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents accounts payable and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents Seller and/or KEM, as applicable, shall pay or cause to be paid such amounts or an appropriate adjustment shall be made in the cash received by Seller at Closing or Seller and/or KEM shall cause sufficient working capital to remain in the accounts of KEM to pay such items when due. Any monies held in bank accounts of the KEM as of the Closing Date in excess of the amounts needed to satisfy Seller’s or KEM’s obligations under the preceding sentence, will be distributed by KEM to Seller through Escrow on the Closing Date. Prorations and adjustments contemplated under this Section 21.2 shall be subject to post-Closing adjustments as necessary to reflect later relevant material information not available at Closing (including any material liabilities which were to be prorated hereunder discovered after Closing but relating to the period prior to or including the Closing and any material adjustments required pursuant to Section 21.4(f), below) and to correct any material errors made at Closing with respect to such apportionments, and the Party receiving more than it was entitled to hereunder (the “Reimbursing Party”) shall reimburse the other incomeParty (the “Reimbursed Party”) in the amount of such over payment within thirty (30) days after receiving written demand thereof from the Reimbursed Party. Such written demand by the Reimbursed Party shall be accompanied by reasonable proof of the Reimbursed Party’s right to payment. Both the Reimbursed Party and Reimbursing Party agree to cooperate in good faith to resolve any disputes regarding such adjustments. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustment if any, collected by Buyer no adjustments have been requested within six months (6) months after the Closing Date. Buyer and Seller further agree that (a) all rent prepaid by the County of Riverside under that certain Communications Tower Site Lease Agreement shall be applied first transferred by KEM to any amounts due Seller prior to Buyer Closing and thenwill be retained by Seller, to (b) the extent such rents or other income relate to Settlement Agreement among KEM, Edison Construction, Inc. and Xxxxxxxx Corporation, dated January 15, 2015, and the period ending on or before rights thereunder are expressly excluded from the Closing, such rents or other income KEM Assets and shall be paid assigned and transferred to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer EMMR at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to the Assignment of Contracts, and (c) all rent paid to KEM by FPN under the FPN Lease shall be retained by KEM at Closing without proration and not distributed to Seller. For the purposes of Sections 21.2 and 2.4, any information, adjustment, error or liability resulting in an expenditure or change of more than five thousand dollars ($5,000), individually or in the aggregate, shall be deemed “material”. Furthermore, the Burn Pit Holdback and Transformer Holdback shall be retained in Escrow at Closing and distributed pursuant to the terms of Section 21.11 below. The provisions of this AgreementSection 21.2 shall expressly survive the Closing for a period of eighteen (18) months.

Prorations. The following Except to the extent otherwise specifically provided for herein and except to the extent the Book Value of such Liabilities are not deducted from the Aggregate Purchase Price in accordance with Section 2.03(a) and Schedule 2.03(a), (i) all payments under or pursuant to any Assumed Contract (including document custodial arrangements and applicable insurance policies) or Contract for the Seller Licensed Intellectual Property, (ii) all items of income and expense with respect to the Owned Real Property and the Leased Real Property, and (iii) all real and personal property Taxes related to the Purchased Assets, whether or not payable after the Closing Date, shall be prorated between Buyer the Sellers and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Purchaser on the basis of a 365 day year, or for contracts payable on a monthly basis on the actual basis of a 30 day month, and the number of days elapsed during and days remaining in the month in which applicable period through the end of the Closing occurs: general Date. With respect to the real and special county and city real personal property taxes and special assessments (collectivelyTaxes, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes such proration shall be based on the most recent official tax bills or notice assessments of valuation available the real property and the personal property located thereon for the fiscal year in which Taxing period(s) prior to the Closing occurs, with due allowance Date and the then applicable Tax rates. With respect to be made any products sold (or services rendered) pursuant to any Assumed Contract or Contract for the maximum available discount or other exemptions Seller Licensed Intellectual Property, the Sellers and Purchaser shall use commercially reasonable efforts to arrange for vendors to xxxx the Sellers directly, through and including the Closing Date, and Purchaser directly after the Closing Date. To the extent permissible that vendors xxxx the Sellers after the Closing Date for said yearany such products or services provided after the Closing Date, the Sellers shall forward such bills to Purchaser, and to Purchaser shall pay such bills when due. To the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before that vendors xxxx Purchaser after the Closing Date for any such products or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property services provided before the Closing Date, and Buyer Purchaser shall receive all rents and other income accruingforward such bills to the Sellers, and the Sellers shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts such bills when due to Buyer and then, to the extent such rents bills are not otherwise included in the calculation of the Aggregate Purchase Price or other income relate otherwise included in the True-up Payment. A final determination of all amounts prorated pursuant to this Section 2.03(f) shall occur at the time Purchaser prepares and delivers to the period ending on Sellers the Post-Closing Statement in accordance with Section 2.04, and any payment required by the Sellers or before the Closing, Purchaser pursuant to such rents or other income determination (“True-up Payment”) shall be paid to Seller within ten (10) days after end of the month reflected in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementAdjustment.

Prorations. The following shall be prorated between Buyer Collected rents and Seller as any other amounts (including, without limitation, payment of 11:59 p.m. local time base rent, ground rent, parking income and reimbursements of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during Property operating costs) paid by tenants applicable to the month in which the Date of Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses 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. Rents The Rent Schedule shall set forth (i) rents and other income, if any, collected by Buyer after the Closing shall be applied first amounts payable applicable to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such the Date of Closing occurs, (ii) rents and other amounts were collectedcollected 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”). Buyer Purchaser shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer receive a credit against the cash portion of the Purchase Price at for any cash security and other deposits with respect to the Leases, which 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. Escrow Holder 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 be concerned with any prorations that are to be made after receive a credit against the Closing pursuant to this AgreementPurchase Price for such security deposits.

Prorations. The following Seller shall pay (i) unpaid assessments by Condominium and Homeowner’s Associations which accrued or came due prior to Close of Escrow subject to any limitations on Seller’s liability for such assessments under applicable law, (ii) property taxes and periodic assessments secured by the Property which accrued prior to Close of Escrow, and (iii) utility or municipal liens secured by the Property which accrued prior to Close of Escrow. Seller shall notify Buyer in the event a Condominium or Homeowner’s Association demands an amount which exceeds Seller’s liability to such Association under applicable law. No later than (3) business days after Seller delivers such notice to Buyer, Buyer shall elect to (i) terminate the Agreement and receive a refund of the Xxxxxxx Money Deposit as Buyer’s sole and absolute remedy or (ii) proceed with the transaction and assume full responsibility for payment of any Association demand to the extent such demand exceeds Seller’s liability to the Association under applicable law. NO OTHER PRORATIONS ARE CONTEMPLATED UNDER THIS AGREEMENT, AND BUYER SHALL BE SOLELY RESPONSIBLE FOR ALL EXPENSES SET FORTH IN (C) BELOW. ANY SUCH AMOUNTS WHICH BY LAW ARE TO BE PAID BY SELLER SHALL BE REIMBURSED TO SELLER BY BUYER AT/OR PRIOR TO CLOSE OF ESCROW. If the regular common interest community, unit owner’s homeowner’s or condominium association dues, fees or assessments were paid prior to the Close of Escrow for a period of time subsequent to such date, then Buyer shall pay to Seller that portion of the dues, fees, and/or assessment attributable to the period of time after the Close of Escrow. Insurance premiums will not be prorated between Buyer prorated. Seller cannot endorse or assign existing insurance policies (if any) to Buyer, and Seller may cancel any existing insurance on the Property as of 11:59 p.m. local time the Close of Escrow. Rent and other income under leases of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during Property for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder occurs shall not be concerned with any prorations that are to prorated and shall be made after the Closing pursuant to this Agreementproperty of and retained by Seller.

Prorations. The following All state and local real and personal property Taxes ---------- relating to the Assets which apply to periods commencing prior to and ending on or after the Closing Date shall be prorated as between Seller and Buyer as of the Closing Date. Seller shall receive a credit, at the Closing for the security deposit, if any, held by the landlord under the Lease. Seller shall also receive a credit for any fees paid in advance by Seller under the Contracts, which fees represent prepayments for periods after the Closing Date. State and local real and personal property Taxes relating to the Assets for the Tax period in which the Closing occurs shall be prorated between Buyer and Seller on the following basis: Seller shall be responsible for the payment of all such Taxes for the period up to the Closing Date; and Buyer shall be responsible for payment of all such Taxes for the period from and after the Closing Date. All such Taxes assessed on an annual basis shall be prorated on the assumption that an equal amount of Tax applies to each day of the year, regardless of how installment payments are billed or made. Any supplemental property Taxes or assessments which arise out of a revaluation of an Asset, which revaluation would not have occurred except for the change in ownership of the Asset, shall be borne by Buyer. Any payments of Taxes due from one party to another pursuant to this Section 11.3 shall be paid at the Closing Date. If such Taxes and assessments are not available as of 11:59 p.m. local time of the day immediately preceding the Closing Date, for purposes of apportionment between Buyer and Seller and payment pursuant to this Section 11.3, the amount thereof shall be estimated on the basis of the actual number of days elapsed during the month in which the Closing occurs: general prior year's Taxes and special county assessments, and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes any incremental payment shall be based on adjusted after receipt of the most recent official tax bills final Tax statements, but in any event within fifteen (15) days after such statements are provided by one party to another. Buyer shall not be responsible for any other Tax (including but not limited to any business, occupation, unemployment compensation, workers' compensation, withholding or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions similar Tax) attributable to the extent permissible operations of the Business for said year, and any period prior to the extent Closing. Seller shall not be responsible for any other Tax (including but not limited to any business, occupation, unemployment compensation, workers' compensation, withholding or similar Tax) attributable to the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion operations of the Property) Business for any period from and allocable either to the period before the Closing or to the period after the Closing. The total estimated prorations, then Buyer and Seller shall adjust the actual Taxes between Buyer and as reasonably determined by Seller, outside of Escrowshall be paid by Buyer at the Closing, with final complete prorations to be determined as soon as reasonably possible following practicable after the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer and Seller the Seller, as of 11:59 p.m. local time of the day immediately preceding the Closing Date, shall prorate: (i) all rent due under the Lease in accordance with Section 10 above, and (ii) any charges arising under any of the encumbrances to the Property which are not the obligation of Tenant if any. To the extent that information for the payment is not available on the basis Closing Date or if the actual amount of taxes or any expense due for the Property which arises at Closing has not been paid by Tenant, then the parties shall make any adjustments necessary so that the amounts payable for the Property due for the period shall be withheld from the disbursement of the actual number Purchase Price to Seller and placed in escrow pursuant to the terms of days elapsed during an escrow agreement. The escrow agreement shall provide for notice to Tenant of the month in which unpaid amounts along with a commercially reasonable cure period requiring payment by Tenant and after such period has expired either disbursement of an amount equal to the Closing occurs: general sum paid by Tenant or a proportionate amount to be disbursed from the escrow and special county and city real property taxes and special assessments (collectively, "Taxes") for paid to Buyer to pay such amount if Tenant failed to do so within the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)cure period. Proration of Taxes All remaining sums shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance disbursed to be made for the maximum available discount or other exemptions to the extent permissible for said year, and Seller to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or expenses are paid and otherwise to Buyer if any portion of the Property) and allocable either expense remains unpaid. The parties agree to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, make such reprorations as soon as reasonably possible following after the Closingactual amount of real estate taxes, charges or expenses prorated at closing becomes available, provided however that no actual proration of such taxes, charges or expenses shall occur unless and until Tenant has failed to pay the same when due. In addition to the foregoing apportionmentsevent Tenant does not pay any expenses that are the responsibility of the Tenant under the Lease, Seller shall receive all rents and other income accruedBuyer agreed to each pay its prorata share of said taxes, charges, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation as of Property before the Closing Date, . This provision and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as respective obligations of the parties shall survive Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall 16.1. Rents (including rent under the Ground Lease) (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); interest, costs and fees accruing under the Loan Documents; water and other utility charges; fuels; prepaid operating expenses; management fees as provided in the management agreement with Insignia; real and personal property taxes prorated between Buyer and on a "net" basis (i.e. adjusted for all Tenants' liabilities, if any, for such items); operating expenses paid by Seller as of 11:59 p.m. local time of which are reimbursable by the day immediately preceding Tenants for the period prior to the Closing Date, less any amount previously paid by the Tenants shall be credited to Seller; unpaid operating expenses for the period prior to the Closing Date shall be prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on January 1, 1996 (the "Proration Date"), and credited to the balance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number most recent ascertainable data and if the 1995 real estate tax contest has not been finalized as of days elapsed during the Closing Date, Purchaser and Seller agree that the 1995 tax bill prior to the contest (adjusxxx, if necessary, to reflect 100% of the assessed value and taxes rather than 85%), shall be the most recent data for 1996 and (i) Purchaser agrees to re-prorate such amount as it relates to the 1996 proration to the extent the 1995 tax contest is successful and (ii) Seller agrees to re-prorate such amount as it relates to the 1996 proration to the extent the 1995 tax contest is unsuccessful. Seller will receive a credit for any balances in escrow accounts established pursuant to the Loan Documents and acknowledged in writing by Lender. All prorations will be final except as to delinquent rent referred to in Paragraph 16.2 below and as provided in Paragraphs 16.3, 16.4 and 16.5. Notwithstanding the terms and provisions of Paragraph 16.2 below, Purchaser acknowledges that the Government pays rent under the U. S. Government Lease for Real Property No. GS-04B-15730 dated August 5, 1977, as amended (the "G.S.A. Lease"), in arrears. Upon receipt by Purchaser, Purchaser shall pay over to Seller Seller's pro rata share of the rent paid by the Government for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively. Notwithstanding anything contained herein to the contrary, "Taxes") for the tax period then Purchaser's obligation to pay such funds to Seller as set forth more fully in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes this Paragraph 16.1 shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which survive the Closing occurs, with due allowance to be made for and the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion recording of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDeed.

Prorations. The following All normal and customarily proratable items, including, without limitation, rents, operating expenses and leasing commissions, other expenses and fees, and payments relating to any agreements affecting the Property which survive the Closing, shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis Seller being charged and credited for all of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either same attributable to the period before up to the Closing or Date (and credited for any amounts paid by Seller attributable to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of which rents, other income same attributable to the period on and expenses shall be prorated as of after the ClosingClosing Date. Rents and other incomeAll unapplied Deposits under Tenant Leases, if any, collected by Buyer after the Closing shall be applied first transferred by Seller to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price Purchaser at the Closing. Escrow Holder Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or install- ments of assessments, such proration shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraph. The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be concerned with prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations that at the Closing are discovered subsequent to the Closing, then such item shall be made reapportioned and such errors and omissions corrected as soon as practicable after the Closing pursuant Date and the proper party reimbursed, which obligation shall survive the Closing for a period (the "Proration Period") from the Closing Date until one hundred twenty (120) days after the Closing Date. Neither party hereto shall have the right to this Agreementrequire a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the Proration Period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its good faith recomputation of the proration and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within the Proration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. The following (a) Rents, including, without limitation, base rents, minimum guaranteed rents, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all as and when actually collected; real property taxes and assessments; water, sewer and utility charges (if not separately metered and paid by tenants); amounts payable under any Service Contracts that survive Closing or other agreements or documents that survive Closing; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property, shall all be prorated between Buyer and Seller as of 11:59 p.m. local time on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day immediately preceding the Closing Dateof Closing), on the basis of a 365-day year. Buyer shall reimburse Seller for the actual number tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as and to the extent provided in Section 7.2. Delinquent rents or other delinquent sums that are due pursuant to the terms of days elapsed during the Leases shall not be prorated. Any prepaid rents attributable to periods from and after the Closing Date shall be transferred to Buyer either directly or by way of a credit against the Purchase Price in favor of Buyer. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to, a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant's premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent and other sums due after the Closing until the tenant is current on rents and sums due under the applicable Lease on or after the Closing, and then such payments shall be applied to rents and other sums owing for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income payments shall be paid to Seller within ten (10) days after end to the extent of the month in which such amounts were collectedany rent or other sums owing to Seller for periods prior to Closing. Buyer shall incur no obligation use reasonable efforts to collect such rents and other sums owing to Seller for Buyer's failure a period of six (6) months after Closing. Seller retains the right to collect any such rentals rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to terminate a Lease, cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant. Without limiting the generality of the immediately preceding sentence, in no event shall Seller commence any legal proceedings against any tenant after the Closing with respect to any matter relating to a Lease. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within one hundred eighty (180) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other income. All security and any other refundable deposits paid by expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants to Seller pursuant to tenant leases over such base year amount or expense stop shall be delivered calculated based on the total amount of such expenses for the Property incurred by certified funds both Seller and Buyer for the entire calendar (or, if applicable, fiscal) year, rather than on the amount of such expenses actually incurred by each party for such year, in order to Buyer at enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). By way of illustration but without limiting the foregoing, if: (i) the Closing oroccurred on June 1, at 2013, (ii) during Seller's option’s period of ownership of the Property during the year 2013 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2013 (214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is $400,000 (e.g., $950,000 total expenses minus a total base year amount of $550,000), then Seller would be entitled to $165,479.45 of such income ($400,000/365 days = $1,095.89 per diem multiplied by 151 days) and Buyer would be entitled to $234,520.55 of such income ($1,095.89 per diem multiplied by 214 days), regardless of the actual amount of expenses actually incurred by each party (which would have instead resulted in Seller receiving $189,473.68 of such income and Buyer receiving $210,526.32 of such income). For Leases which do not have a base year amount or expense stop, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated based on the expenses actually incurred by each party for such year and each party’s period of ownership of the Property, and otherwise in accordance with this Section 8.5(a). The amount of any cash security deposits received by Seller under Leases (and not otherwise forfeited by a tenant in accordance with the terms of a Lease) shall be credited to Buyer against the cash portion of the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent Buyer receives the benefit of such deposits. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. Escrow Holder Seller shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.cause all

Prorations. The following shall be prorated between Buyer (a) Sellers and Seller Purchaser agree to adjust, as of 11:59 p.m. local time 12:01 a.m. on the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the day immediately preceding the Closing Date, Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Sellers will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing, then Buyer Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and Seller submitted to Purchaser for Purchaser’s approval (which approval shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition not be unreasonably withheld) at least two (2) days prior to the foregoing apportionmentsClosing Date (the “Closing Statement”). The Closing Statement, Seller shall receive all rents and other income accruedonce agreed upon, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents signed by Purchaser and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer Sellers and then, delivered to the extent such rents or other income relate Title Company for purposes of making the preliminary proration adjustment at Closing subject to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten Sellers (10if the preliminary prorations result in a net credit to Sellers) days after end of or by Sellers to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before June 30, 2022 (herein, the “Final Proration Date”). The provisions of this AgreementSection 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Close of the day immediately preceding the Closing Date, Escrow on the basis of the actual number of days elapsed during the month in which the Closing Close of Escrow occurs: (a) general and special county and city real property taxes and special assessments (collectively, "Taxes"); (b) for insurance premiums; (c) utilities; (d) service agreements to which Buyer agrees in writing to assume; and (e) rent and all other income generated by the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)Property. Proration of Taxes shall must be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, general public when Close of Escrow occurs and to the extent the that such tax bills do not accurately reflect the actual Taxes taxes assessed against the Property (or any portion of the Property) and allocable either to the period before or any supplemental, escape or similar assessment which may be made after the Closing or with respect to the period after the Closingany period, then Buyer and Seller shall adjust the such actual Taxes taxes between Buyer and Seller, outside of Escrow, Escrow as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, incurred in connection with the ownership or operation of Property before the Closing DateClose of Escrow, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, incurred in connection with the ownership or operation of Property on or after the Close of Escrow. In no event, however, shall Buyer be required to attempt in any manner to collect on Seller's behalf any rent or other income accrued prior to the Closing Date. If any of the prorations described in this Section 11 other than taxes, all of which rents, other income and expenses shall cannot be prorated calculated accurately as of the Closing. Rents and other incomeClose of Escrow, if any, collected by Buyer after then the Closing same shall be applied first to any amounts due to Buyer calculated as soon as possible thereafter and then, paid by the one party to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closingdemand. Escrow Holder shall need not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementClose of Escrow.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”): (i) real estate and personal property taxes and assessments for the year in which Closing occurs, (ii) utility bills (except as hereinafter provided), (iii) collected Rentals (subject to the terms of (b) below), and (iv) operating expenses payable by the owner of the Property (on the basis of the a 366-day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by the Title Company and submitted to Seller and Purchaser for each party’s approval at least three (3) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, then Buyer once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant 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 June 30, 2020 (herein, the “Final Proration Date”). The provisions of this AgreementSection 10.4 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.

Prorations. The following liabilities that call for periodic payments shall be prorated between Seller and Buyer: (i) utility charges (which shall include water, sewer, electricity, gas and other utility charges) with respect to the Owned Real Property, the property subject to the Real Property Leases and customer owned equipment, (ii) rental charges (which shall include rental charges and other lease payments under the Real Property Leases and Real Property Interests), (iii) personal services (these services are charged for a period which includes the Closing Date; this shall include contract labor), and (iv) any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, including but not limited to real and personal property Taxes, ad valorem Taxes, and franchise fees or Taxes ("Periodic Taxes"). With respect to measurement periods during which the Closing Date occurs (all such periods of time being hereinafter called "Proration Periods"), the liabilities described in clauses (i), (ii) and (iii) of the preceding sentence shall be apportioned between Seller and Buyer as of the Closing Date, with Buyer bearing only the expense thereof in the proportion that the number of days remaining in the applicable Proration Period after the Closing Date bears to the total number of days covered by such Proration Period. Real and personal property Taxes and ad valorem Taxes shall be prorated between Buyer and Seller based on the relative periods the Purchased Property was owned by each respective party during the fiscal period for which Periodic Taxes were assessed by the Taxing jurisdiction (as of 11:59 p.m. local time of such fiscal period is reflected on the day immediately preceding xxxx rendered by such taxing jurisdiction). Buyer and Seller shall pay or be reimbursed for Periodic Taxes (including instances in which such property Taxes have been paid before the Closing Date, ) on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer this prorated basis. If a payment on a Periodic Tax xxxx is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer the party that is legally required to make such payment shall make such payment and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition promptly forward an invoice to the foregoing apportionmentsother party for its pro rata share, Seller if any. If the other party does not pay the invoice within thirty (30) calendar days of receipt, the amount of such payment shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with bear interest at the ownership or operation rate of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Dateeight percent (8%) per annum. Similarly, all of which rents, prepayments made by Seller under Assigned Contracts with respect to service or maintenance agreements requiring periodic payments with third parties or license or other income and expenses fees payable to third parties shall be prorated as of the Closing. Rents on an appropriate basis between Seller and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following All income and expenses of the Property shall be prorated between Buyer and Seller apportioned as of 11:59 p.m. local time of the day immediately preceding 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the 23 ​ ​ entire day on which the Closing Date occurs and being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) Such prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, if any, and for the current month not yet delinquent. Such proration shall be based on an operating statement updated not less than 1 day prior to the Closing Date; (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the actual number Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; (vi) room charges for the night before the Closing Date and ending on the morning of days elapsed during the month Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Closing occursProperty is located. (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: general and special county and city real property taxes and special assessments (collectively, "Taxes"i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the tax period then in effect total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes other reserves included within the Existing Loans, which shall be based on addressed in accordance with Section 6.2.1(a)(v) above) (the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions “Property Deposits”) to the extent permissible for said yearnot paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the tax bills do not accurately reflect Contributor. In the actual Taxes assessed against event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property (or any portion of the Property) and allocable either to the period before the Closing or applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then Buyer and Seller shall adjust that portion of the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition refunds related to a period prior to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall that is required to be prorated as refunded to any tenant of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Property shall be delivered by certified funds to Buyer at or retained by, as the Closing orcase may be, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.24 ​

Prorations. The following All revenues, income, receivables, costs, expenses and payables of the Property shall be prorated apportioned equitably between Buyer and Seller the parties as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during in a particular month, and with respect to the month items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in which such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: 12.1.1 Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall notinto be prorated until received; Buyer shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums Date (but only if Buyer is assuming Seller's insurance policy shall not be required to litigate or policiesdeclare a default in any Tenant Lease). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to To the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion Buyer receives amounts on account of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property Tenant Leases on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing such payments shall be applied first toward the delinquentthen current rent owed to SellerBuyer in connection with the applicable Tenant Lease for which such payments are received, and any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income excess monies received shall be paid applied toward the payment of any then currentdelinquent rents owed to Seller within ten (10) days after end of the month Buyer, with Seller's share thereof being promptly delivered to Seller. Buyer may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which such Seller is entitled to receive its share of charges or amounts were collectedwithout first obtaining Seller's written consent. Buyer shall incur no obligation Seller hereby reserves the right to Seller for Buyer's failure to collect such rentals or other income. All security pursue any remedy against any tenant owing delinquent rents and any other refundable deposits paid by amounts or other rights of any kind respecting tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at who are no longer tenants of the Property as of the Closing orDate. 12.1.2 Real estate and personal property taxes and any special assessments, at Seller's optiontaking into consideration discounts for the earliest permitted payment, credited to Buyer against based upon the cash portion of the Purchase Price at the Closinglatest previous tax levies. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.12.1.3

Prorations. The following All real property taxes, personal property ---------- taxes, ad valorem obligations and similar Taxes imposed on a ---------- periodic basis, in each case levied with respect to the Rooftop Assets, other than conveyance taxes provided for in Section 2.5, for a taxable period which includes (but does not end on) the Closing Date (collectively, the "Apportioned Obligations") shall be prorated apportioned between Buyer Seller and Seller Purchaser as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Date based on the basis of the actual number of days elapsed during the month in which of such taxable period occurring prior to the Closing occurs: general and special county and city real property taxes and special assessments Date (collectively, the "TaxesPre-Closing Tax Period") for and the tax number of days of such taxable period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property occurring on or after the Closing Date, all of which rents, other income and expenses Date (the "Post-Closing Tax Period"). Seller shall be prorated liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period. As soon as of the Closing. Rents and other income, if any, collected by Buyer practical after the Closing Date, Seller and Purchaser shall be applied first present a statement for reimbursement for such Taxes with respect to any amounts due which each is entitled to Buyer and thenreimbursement under this Section 15.4(a), together with such supporting evidence as is reasonably necessary to calculate the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income proration amount. The proration amount shall be paid by the party owing it to Seller the other within ten (10) days after end delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for such Taxes relating to the Rooftop Assets, part or all of which are attributable to the Post- Closing Tax Period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate Taxing authority, provided that if such xxxx 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 xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 15.4(a), the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and not made within ten (10) days of delivery of the month in which such amounts were collected. Buyer statement shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer bear interest at the Closing orrate per annum determined, at Seller's optionfrom time to time, credited to Buyer against under the cash portion provisions of Section 6621(a)(2) of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCode for each day until paid.

Prorations. The following Current rents based upon scheduled rents per the Leases, security deposits, if any (and any interest thereon, if any) and advance rentals under the Leases; unused decorating allowances under the Leases; expenditures required (under the Leases) to complete any tenant improvement work required of the landlord under the Leases and incomplete on the Closing Date; Interest on the Mortgages to be assumed by Company described on Schedule 3 and real estate tax and insurance impounds (if any) held by the holder of the Mortgages to be assumed by Company described on Schedule 3 will be assigned to Company and Contributor will receive a credit at Closing for same; special and general real estate taxes and other ad valorem taxes and assessments for the Property will not be prorated, however, at Closing, Contributor shall assign to Purchaser any and all monies being held for such real estate taxes and assessments with respect to any tenants under the Leases which are paying monthly escrows to the Contributor, state or city taxes, fees, charges and assessments affecting the Property; utility charges and deposits; fuels; and all other items of accrued or prepaid income and expenses customarily prorated on the transfer of industrial properties in the Chicago, Illinois area shall be prorated between Buyer and Seller on an accrual basis as of 11:59 p.m. local time the Closing Date on the basis of the day immediately most recent ascertainable amounts of or other reliable information in respect to each such item of income and expense, and the net credit to Company or Contributor shall increase or decrease (as the case may be) the Contribution Price payable on the Closing Date. Real estate taxes for the properties described on Schedule 5 attached hereto and made a part hereof shall not be prorated since the tenants in occupancy are paying such real estate taxes. Following closing, Company shall pay to Contributor all rents which Company shall collect which are specifically allocated to periods preceding the Closing Date, except that all such rents collected by Company shall first be applied to satisfy all current rents due Company, and Contributor shall pay to Company all rents received by Contributor from any tenant of the Property before or after the Closing Date which are attributable to periods succeeding the Closing Date. As of the Closing Date, the parties hereto agree that there will be no proration with respect to any delinquent rents. In addition and in lieu of a proration credit, on the basis Closing Date, Contributor shall assign to Company any and all monies being held for real estate taxes with respect to any tenants under the Leases which are paying monthly escrows to the Contributor. Contributor agrees to cooperate at no cost to Contributor with Company in the preparation of the actual number financial statements and other financial data respecting the ownership and operation of days elapsed during the month in which Property for calendar year 1996 (if such statements have not been completed by the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the PropertyDate) and allocable either subsequent periods for which such statements and data must be prepared in order to the period before the Closing or to the period after the Closingcompute, then Buyer charge and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as prorate any tenant items. As soon as reasonably possible following after the Closing. In addition preparation of the aforesaid financial statements and data, Company will render statements for the tenant items to the foregoing apportionmentstenants of the Real Property under their respective Leases. From time to time as Company receives payment of the tenant items from the tenants, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Company will promptly remit to Contributor that portion of the ownership or operation of tenant items allocable to the Property before prior to the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following Rental income (based on actual rents collected), real and personal property ad valorem taxes, installments of current year special assessments, utility charges and other operating income or expenses shall be prorated between Buyer to the Closing, based upon actual days involved. Seller shall be responsible for all ad valorem taxes or installments of special assessments for any period prior to the Closing. All maintenance and Seller service contracts (whether or not service is continued by Buyer) and utility charges shall be determined as of 11:59 p.m. local time the Date of Closing and paid by Seller. To the day immediately preceding extent that the amounts of such charges, expenses, and income referred to in this Section are unavailable at the Closing Date, Date or in the event of prorations made on the basis of the actual number erroneous information or clerical errors, a readjustment of these items shall be made within thirty (30) days elapsed during the month in which after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy Date or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closingpractical after discovery of any erroneous information or clerical error. In addition to the foregoing apportionments, Seller shall receive all rents Both expense items and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses items shall be prorated as of the Closing Date, with Buyer receiving all income for the Closing Date and bearing all expenses for the Closing Date. Seller reserves all rights to collect any delinquent rents after the Closing; provided, however, Seller shall have no right to evict any Tenant. Rents In connection with the proration of both real and other incomepersonal property ad valorem taxes, if any, collected by Buyer after actual tax figures for the year of Closing are not available at the Closing Date, an estimated, tentative proration of taxes shall be applied first to any amounts due made using tax figures from the preceding year; however, when actual taxes for the year of Closing are available, a corrected proration of taxes shall be made. If such taxes for the year of Closing increase over those for the preceding year Seller shall pay to Buyer and thena pro rata portion of such increase, computed to the extent Closing Date, and conversely, if such rents or other income relate taxes for the year of Closing decrease from those of the preceding year Buyer shall pay to Seller a pro rata portion of such decrease, computed to the period ending on or before the ClosingClosing Date, any such rents or other income shall payment to be paid to Seller within made with ten (10) days after end notification by either party that such adjustment is necessary. All percentage or additional rentals or expense pass-through charges to Tenant shall be prorated (based on actual sums collected) as of the month Closing Date in relation to the period for which such amounts were collectedpayment relates. Buyer Either party receiving such payment from any Tenant shall incur no obligation to immediately upon receipt thereof pay the appropriate amount together with written explanation of the proration calculation. Seller for Buyer's failure to collect such rentals shall, on or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds before the Closing Date, furnish to Buyer at and the Closing or, at Seller's option, credited Title Company all information necessary to Buyer against compute the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to provided for in this AgreementSection.

Prorations. The following 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' liability, if any, for such items); operating expenses which are reimbursable by the Tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be prorated between Buyer credited to Seller; and Seller other similar items shall be adjusted ratably as of 11:59 p.m. local time of the day immediately preceding 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 day before the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number most recent ascertainable data. All prorations will be final except as to the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from Tenants any payments for utilities, taxes, common area expenses, or other operating expenses in excess of days elapsed during the month in which amounts incurred by Seller for any period prior to the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyDate, "Taxes") then Purchaser shall receive a credit for the tax such excess amounts. If Seller is credited for any utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which prior to the Closing occursDate, with due allowance to be made then Purchaser shall receive a credit for the maximum available discount such excess amounts. If Seller is credited for any utilities, taxes, insurance, common area expenses or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either expenses which Seller has paid applicable to the period before the Closing or prior to the period proration date and which are reimbursable by Tenants after the Closing, then Buyer the amount of the credit shall be held in escrow by the Title Company and shall be released to Seller when payment is made by the Tenant. Finally, Purchaser shall adjust receive a credit on the actual Taxes between Buyer and Seller, outside Closing Date in the amount of Escrow, as soon as reasonably possible following the Closing. In addition $276,068.00 pursuant to the foregoing apportionmentsMarch 24, Seller shall receive all rents and other income accrued1997 Beazer East, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first Inc. settlement relating to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementroof repairs.

Prorations. The following shall be prorated between Buyer All income (including cash on hand and Seller as of 11:59 p.m. local time accounts receivable), current operating expenses, accounts payable, real estate taxes, other taxes and assessments, all utilities, water and sewer charges, licenses or permit fees relating to the operation of the day immediately preceding Premises, real estate and personal property ad valorem taxes, prepayments made under the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments Contracts (collectively, "Taxes"to be assumed by Purchaser pursuant to Article III hereof) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policiesapplicable). Proration of Taxes , shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, adjusted and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents All franchise fees, maintenance and other incomeservice agreements (whether or not service is continued by Purchaser) and utility charges shall be determined as of Closing and paid by Seller or appropriate adjustments made if Purchaser at its option accepts an assignment of any such agreement. If such charges and expenses are unavailable on the Closing Date, if any, collected by Buyer a re-adjustment of such charges and expenses shall be made within thirty (30) days after the Closing or as soon thereafter as such charges and expenses are available. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. Seller shall use reasonable efforts to arrange for the rendition of final bills by the utility companies involved as of the Closing Date. Guest room revenues of the Premises, whether in cash or in accounts receivable, arising from occupancy for the night beginning on the day preceding the Closing Date and ending on the Closing Date shall be applied first credited one-half to any amounts due Purchaser and one-half to Buyer Seller. Seller shall collect all income and then, other sums payable by tenants or guests (or otherwise) and shall be responsible for the payment of all expenses on account of services and supplies furnished to and for the extent such rents or other income relate to benefit of the period ending on or before Premises through and including the Closing, with expenses for the night beginning on the day preceding the Closing Date and ending on the Closing Date being handled in the same manner as guest room revenues for such rents or other income period. Purchaser shall be paid to Seller within ten (10) days after end credited with any deposits from tenants or guests of the month in Premises which are refundable to such amounts were collectedtenants or guests. Buyer Seller shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.remit to

Prorations. The following shall be prorated between Buyer All normal and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Datecustomarily proratable items, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general including without limitation, real estate and special county and city real personal property taxes and special assessments assessments, utility bills (collectivelyexcept as hereinafter provided), "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all collected rents and other income accruedincome, and shall pay all other expenses accrued or incurredOperating Contract payments (under Operating Contracts assumed by Buyer), in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date, Seller being charged and credited for all of the same relating to the period up to the Closing Date and Buyer being charged and credited for all of the same relating to the period on and after the Closing Date. Rents and other incomeIf the amount of any such item is not known at the time of the delivery of the Deed, such item shall be apportioned on the basis of the comparable period of the prior year with a reapportionment within thirty (30) days of the Closing Date or as soon thereafter as the amount of the item is actually determined. No proration shall be made in relation to delinquent rents, common area expense charges or tax payments (collectively, “Delinquent Rents”) existing, if any, collected by Buyer after as of the Closing Date. To the extent that such Delinquent Rents or reimbursement obligations are paid or payable after Closing, Buyer agrees to use reasonable efforts to secure said Delinquent Rents and reimbursements from the tenants (with no obligation, however, to incur any additional out-of-pocket costs with respect thereto) and as soon as the same are received by Buyer, said receipts shall be applied first to any amounts due expended by Buyer to Buyer and thensecure Delinquent Rents, then to the extent rents owed by such rents or other income relate tenant for any period after Closing, then to the period ending on or before rents owed by such tenant for the month of the Closing, such rents or other income shall be paid and then to Delinquent Rents. Seller within ten (10) days after end reserves the right to bring suit against tenants of the month in which such amounts were collected. Buyer shall incur no obligation Property to collect for Delinquent Rent (and other charges due to Seller for Buyer's failure the period prior to collect such rentals or other income. All security and any other refundable deposits paid by tenants the Closing) but Seller may not, subsequent to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing ordate hereof, at Seller's option, credited to Buyer against the cash portion bring suit for possession of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementpremises occupied by such tenants.

Prorations. The following shall be prorated between Buyer Assessments (including any charges under any property owner’s associations and Seller as of 11:59 p.m. local time of condominium associations, recorded declarations, or the day immediately preceding the Closing Datelike), on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyutility charges, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurscurrent taxes, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearrents, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closingmaintenance fees, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents Operating Agreements and other income accrued, contracts and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of agreements which rents, other income and expenses Purchaser assumes shall be prorated as of 12:01 a.m. on the Closing Date with Purchaser being entitled to all income and liable for all expenses as of the Closing Date. At the Closing, Seller shall pay to Purchaser in cash the amount of any prepaid rents paid to Seller by tenants of the Property relating to periods beginning with the Closing Date. Rents If ad valorem taxes for the year in which the sale is closed are not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and other incomePurchaser, if necessary, when actual tax figures are available. All roll-back taxes which are assessed against the property due to a change in land use or ownership shall be paid by Purchaser. Any special assessments applicable to the Property for improvements previously made to benefit the Property shall be paid by Seller. Seller shall pay to Purchaser at the Closing in cash the amount of any deposits that were paid by tenants of the Property, and Purchaser shall send tenant notice letters to the tenants stating that it has received and is responsible for the deposits, specifying the exact dollar amount of such deposit. No prorations shall be made in relation to rents delinquent as of the Closing Date, but Purchaser shall make a good faith attempt (but Purchaser shall not be required to institute any suit) to collect the same for Seller’s benefit after the Closing and such collections, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made accruing after the Closing pursuant Date with the balance being applied to this Agreementthe rents accruing prior to the Closing Date.

Prorations. The following For each Closing: 7.6.1 Taxes and assessments affecting the Property shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the applicable Closing Date based on a 365-day immediately preceding the Closing Date, year. All non-delinquent real estate taxes and assessments on the basis of Property shall be prorated based on the actual number of days elapsed during current tax bill, but if such tax bill has not yet been received by Seller by the month in which applicable Closing Date or if supplemental taxes are assessed after the applicable Closing occurs: general for the period prior to such Closing, the parties shall make any necessary adjustment after such Closing by cash payment to the party entitled thereto so that Seller shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to such Closing and special county Buyer shall bear all real property taxes, including all supplemental taxes, allocable to the period from and city after such Closing. Notwithstanding the foregoing, to the extent that after the applicable Closing there are imposed or recalculated, as the case may be, retroactive real property taxes for the Property based upon any entitlement sought by Buyer other than the Major Modification, then Buyer shall be responsible to pay the same and special Seller shall have no obligation to pay the same, notwithstanding if they are applicable to periods prior to such Closing. Association transfer fees (excluding any fees arising from the Village 2 Association Documents, if any), together with delinquent taxes and assessments (collectivelyof every kind arising from the period of time prior to the Closing, "Taxes") together with all penalties, fee, interest and charges related thereto, together with all taxes and assessments due and payable for the tax period then in effect and insurance premiums years prior to the tax year of Closing (but only if Buyer is assuming Seller's insurance policy whether or policies). Proration of Taxes not delinquent) shall be based on the most recent official tax bills or notice of valuation available for the fiscal year paid in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and full by Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents In addition, the Master Association “Assessments” affecting the Property (as defined in and other incomepursuant to the Master Declaration) which have been paid for the current calendar year shall be prorated between Buyer and Seller as of the applicable Closing Date based on a 365-day year. If any expenses attributable to the Property and allocable to the period prior to the applicable Closing are discovered or billed after such Closing, including, without limitation retroactive real property taxes for the Property based upon any change in use, entitlement or development of the Property, the parties shall make any necessary adjustment after such Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable SMRH:4867-2220-9151.17 -55- to the period prior to such Closing and Buyer shall bear all expenses allocable to the period from and after such Closing. The provisions of this Section 7.6.1 shall survive the applicable Closing. 7.6.2 Five (5) Business Days prior to the applicable Closing Date, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the “Preliminary Closing Statement”) setting forth: (a) the proration amounts allocable to each of the parties pursuant to this Section and (b) the Closing Costs allocable to each of the parties as provided below. Based on each of the party’s comments, if any, collected by Buyer after regarding the Preliminary Closing Statement, Escrow Agent shall be applied first revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to any amounts due to Buyer and then, each of the parties prior to the extent such rents or other income relate to applicable Closing (the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected“Closing Statement”). Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.7.7

Prorations. The following (f) Revenues and expenses pertaining to Assumed Facilities Contracts, utility charges for the billing period in which the Closing Date occurs, real and personal property taxes, 10370946.3 18 prepaid expenses and other related items of revenue or expense attributable to the Facilities shall be prorated between Buyer OWNERS and Seller NEW OPERATORS as of 11:59 p.m. local time the Closing Date for the Facilities. In general, such prorations shall be made so as to reimburse OWNERS for prepaid expense items and to charge OWNERS for prepaid revenue items to the extent that the same are attributable to periods on or after the Closing Date. The intent of this provision shall be implemented by NEW OPERATORS remitting to OWNERS any invoices which reflect an invoice date before the day immediately preceding Closing Date for the Facilities and by NEW OPERATORS assuming responsibility for the payment of any invoices which reflect an invoice date on and after the Closing Date, with any overage or shortage in payments by either party to be adjusted and paid as provided in Sections 5.02(b) and (c) below. (g) All such prorations shall be made on the basis of the actual number of days elapsed during in the month in which the Closing occurs: general relevant accounting, billing or revenue period and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation information available to OWNERS and NEW OPERATORS. Utility charges that are not metered and read on the Closing Date for the fiscal year in which the Closing occurs, with due allowance to Facilities shall be made for the maximum available discount or other exemptions prorated upon receipt of statements therefore. Notwithstanding any provisions herein to the extent permissible for said yearcontrary, (i) all such prorations shall be excluded from any calculations of the Maximum Indemnity Amount, (ii) NEW OPERATORS shall not be required to look solely to the Escrow Holdback Amount to recover such prorations, and (iii) the parties may offset any such prorations against amounts owed by the other party. (h) All amounts owing from one party hereto to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or party hereto that require adjustment after the Closing Date, all of which rents, other income and expenses Date shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer settled within thirty (30) days after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing Date or, at Seller's optionin the event the information necessary for such adjustment is not available within said 30-day period, credited to Buyer against the cash portion of the Purchase Price at the Closingthen as soon thereafter as practicable. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.SECTION 5.03

Prorations. The following Taxes relating to the Acquired Assets or the Business that are attributable to a Straddle Period shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time the Closing Date in the manner set forth herein. Taxes that are imposed in connection with any actual or deemed sale, transfer or assignment of property (real or personal, tangible or intangible)(excluding the Taxes referenced in Section 11.5, which shall be prorated in accordance therewith), or sales and use, value-added, employment, unemployment, withholding or similar Taxes imposed with respect to the Business or Acquired Assets shall be determined based on an interim closing of the day immediately books as of the close of business on the Closing Date. Taxes other than those Taxes described in the foregoing sentence attributable to the period preceding the Closing DateDate shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, on the basis numerator of which is the actual number of days elapsed during in the month in which taxable period ending on and including the Closing occurs: general Date and special county and city real property taxes and special assessments (collectivelythe denominator of which is the number of days in such Straddle Period. Any exemption, "Taxes") for deduction or credit to be offset against a Tax that relates to a Straddle Period that is calculated on an annual basis shall be prorated based on the tax period then fraction set forth in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)the immediately preceding sentence. Proration of Taxes that are undetermined as of the Closing Date (x) shall be based on the most recent official tax bills recently available Tax rate and valuation, giving effect to applicable exemptions, change in valuation, and similar items, whether or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions not officially certified to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion appropriate Tax Authority as of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, (y) shall use a 366-day year and (z) if any Tax proration is based upon an estimate at Closing, a post-Closing adjustment shall be made by cash settlement between Seller and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or within 30 days after the Closing Date, all of which rents, other income and expenses shall be prorated as receipt of the Closing. Rents and other incomeactual expense invoices or Tax xxxx, if any, collected by Buyer after the Closing which adjustment obligation shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before survive the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of paragraph (b) below) and operating expenses payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, then Buyer once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before August 31, 2016 (herein, the “Final Proration Date”); provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the 2016 tax bills for the Real Property and the Improvements. The provisions of this AgreementSection 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4.

Prorations. (a) The following shall be prorated between Buyer Parties will each execute and Seller as of 11:59 p.m. local time of the day immediately preceding deliver to Escrow Agent for the Closing Date, on a closing statement for each Property setting forth the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accruedPurchase Price, and shall pay all other expenses accrued or incurredclosing credits, in connection with the ownership or operation of Property before the Closing Dateprorations, charges, costs and Buyer shall receive all rents and other income accruingadjustments contemplated by this Agreement, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall allocable to such Property. All prorations will be prorated calculated as of the Closing. Rents Closing Date by Escrow Agent, based upon the latest available information, with income and other income, if any, collected by Buyer after expense for the Closing shall be applied first Date being allocated to Buyer. Buyer will receive a credit for any amounts due to Buyer and then, to the extent such rents rent paid or other income relate to payable by Tenant for the period ending on or before beginning with and including the Closing, such rents or other income shall be paid to Seller within ten (10) days after end Closing Date through and including the last day of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other incomeClosing occurs. All security other credits and charges to Buyer and Seller will be similarly prorated as of the Closing Date. Real estate taxes and assessments, if not the sole responsibility of Tenant under the respective Lease, will be prorated on an accrual basis and, if actual amounts are not available, will be based upon the current valuation and latest available tax rates or assessments. All pre-paid or abated rents or deposit amounts (including any tax or expense escrows and any other refundable deposits security deposits) held by Seller under a Lease, if any, will be paid by tenants to Buyer in the form of a credit against the Purchase Price. Seller pursuant will timely perform any tax or expense reconciliations that may be required under the Lease to tenant leases shall the extent applicable to Seller’s period of ownership. If Closing occurs on or after the twentieth (20th) day of the calendar month, the monthly scheduled rent amount(s) payable to the landlord under each respective Lease for the full calendar month following the month in which Closing occurs will be delivered by certified funds credited to Buyer at Closing (and, in such event, Seller will be Master Purchase and Sale Agreement Walgreens—10 Pack entitled to receive and retain such credited amounts when paid by Tenant). If after Closing either Party receives any rents or other amounts that properly belong to the other Party based upon the Closing orprorations, at Seller's option, credited such amounts will be immediately remitted to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementsuch other Party.

Prorations. The following shall be prorated between Buyer All outstanding real estate and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real personal property taxes and special assessments (collectively, "Taxes") the “taxes”), together with any interest, late payment charges and other penalties thereon, for any tax years prior to the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration year of Taxes Closing shall be based on paid in full by Seller. Seller shall pay personal property taxes due and payable in the most recent official tax bills or notice year of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer subject to proration and Seller shall adjust reimbursement as hereinafter provided. Real property taxes and assessments due and payable in the actual Taxes between Buyer and Seller, outside year of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents Personal property taxes due and other income, if any, collected by Buyer payable for any years after the year of Closing shall be applied first assumed and paid in full by Buyer when due and payable and, if any such personal property taxes are required to any amounts due to be prepaid by Seller at Closing, then Buyer shall reimburse Seller for the same at Closing. If the Closing occurs on a date when the current year’s taxes are not fixed, then taxes will be prorated based upon the prior year’s taxes. In addition, certified, confirmed or ratified liens for governmental improvements as of the Closing Date shall be paid in full by Seller, and thenpending liens for governmental improvements as of the day preceding the Closing Date shall be assumed by Buyer; provided, however, to the extent such rents any certified, confirmed or other income relate ratified liens are payable in installments, then: (a) installments due for the year of Closing shall be prorated as provided herein; (b) installments due for periods prior to the period ending on or before the Closing, such rents or other income year of Closing shall be paid to Seller within ten in full by Seller; and (10c) days all installments due after end the year of Closing shall be assumed and paid in full by Buyer after Closing as such installments become due and payable. Any tax proration based upon the prior year’s taxes may at the request of either party be subsequently readjusted upon receipt of the month actual tax xxxx covering the Property. The agreement to readjust taxes set forth in which such amounts were collectedthis Section 8.4 shall survive Closing for a period of twelve (12) months. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals All water, sewer, electric or other income. All security utility charges and any other refundable deposits paid by tenants expenses related to Seller pursuant to tenant leases the operation or maintenance of the Property (other than insurance premiums) shall be delivered by certified funds to Buyer at prorated as of the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following Escrow Agent shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Dateprorate Property rents, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyincluding, "Taxes") for the tax period then in effect and insurance premiums (but only without limitation, percentage rents, if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearany, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property any additional charges and expenses payable under leases, all as and when actually collected (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closingwhether such collection occurs prior to, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date); real property taxes and assessments; water, all sewer and utility charges; amounts payable under any Operating Agreement or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of which rentsthe period covered); and any other expenses of the operation and maintenance of the Property (including, other income without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the Closing Date (i.e., Purchaser is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year. Rents and other income, if any, Any sums collected by Buyer Seller or Purchaser from tenants after the Closing shall be applied first as provided in this Section 4.4. If a tenant shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant's premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any amounts payment received from a tenant after Closing shall be deemed a payment of rent due to Buyer after the Closing until the tenant is current on rents and then, to sums due under the extent such rents or other income relate to the period ending applicable lease on or before after the Closing, and then such rents or other income payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Purchaser shall use reasonable efforts to collect such rents and other sums owing to Seller. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to xxx for collection. Reconciliations of taxes, insurance charges and other expenses owed by tenants under leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Purchaser with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Property leases and as provided in this Section 4.4. The proration between the parties of income received from tenants from reconciliations of expenses under the leases shall be calculated based on the expenses actually incurred by each party for such year and each party's period of ownership of the Property, and otherwise in accordance with this Section 4.4. The amount of any cash security deposits plus accrued and undisbursed interest, if any, held by Seller under the Property leases shall be paid by Seller to Purchaser through Escrow Agent at the Closing and Seller shall deliver and assign to Purchaser any letters of credit held by Seller in lieu of or in addition to any tenant cash security deposits. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. Purchaser shall cause all utilities in Seller's name to be transferred into Purchaser's name and account at the time of Closing. Seller and Purchaser hereby agree that if any of the aforesaid prorations and credits cannot be 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 pay said sum to the other party within ten (10) days thereafter. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after end of Closing and to the month manner in which such amounts payments were collected. Buyer applied, and shall incur no obligation to Seller make their books and records available for Buyer's failure to collect such rentals or inspection by the other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementparty during ordinary business hours upon reasonable advance notice.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city a. All real property estate ad valorem taxes and special assessments (collectively, "Taxes"excluding rollback taxes) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration calendar year of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing. Rents If the Closing shall occur before the tax rate is fixed for the current tax year, taxes (except rollback taxes) shall be apportioned on the basis of the tax rate for the preceding tax year applied to the latest assessed valuation. Purchaser acknowledges that as of Closing the Parcel might not have been assessed as a separately described parcel of real estate and that real property taxes for the year of sale might be assessed under a tax xxxx in the name of Seller which covers additional property. If that is the case, Purchaser and Seller agree that the current tax for the Parcel shall be determined by multiplying the total tax xxxx (based on the previous year applied to the latest assessed valuation if the tax xxxx for the current year is not yet available) by a fraction, the numerator of which shall be the acreage of the Parcel and the denominator of which shall be the total acreage of all property covered by the tax xxxx, and then prorating the product of such multiplication as of the date of such Closing. In such case, Purchaser shall pay Seller its pro-rata share of the property taxes for the Parcel at Closing and Seller agrees to pay the entire tax xxxx before it becomes delinquent and, upon written request from Purchaser, to provide Purchaser with proof of payment. If such apportionment shall be incorrect based on the actual tax xxxx when issued, the party receiving the excess pro-ration shall promptly reimburse the other incometo correct the incorrect apportionment. Purchaser shall be responsible for paying when due any rollback taxes, if any, collected by Buyer after applicable to the Closing Parcel. Seller shall be applied first to responsible for any amounts due to Buyer and thenroll back taxes, if any, applicable to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementLand And Building.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), on the basis of following (collectively, the actual number of days elapsed during the month in which the Closing occurs: general “Proration Items”): real estate and special county and city real personal property taxes and special assessments for 2015 (collectivelyirrespective of when such taxes and assessments are due and payable), "Taxes") for the tax period then in effect and insurance premiums utility bills (but only if Buyer is assuming Seller's insurance policy or policiesexcept as hereinafter provided). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions collected Rentals (subject to the extent permissible for said yearterms of (b) below), and to operating expenses payable by the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion owner of the Property) , including expenses under the Property Agreements, and allocable either 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 before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted, then Buyer 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 shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final billings xxx xxxlities will be made after if possible as of the Closing pursuant 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 AgreementSection 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.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, then Buyer once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this AgreementSection 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same at Closing: (x) $1,452,200.00 for the Champions Village Real Property and the Champions Village Improvements and (y) $178,200.00 for the Oak Park Real Property and the Oak Park Improvements.

Prorations. The following shall be prorated between Buyer (e) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Title Company and submitted to Seller and Purchaser for approval (which approval shall not be unreasonably withheld, then Buyer delayed or conditioned) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within six (6) months after Closing; provided that such reconciliation, as it relates to real estate taxes, shall be made within thirty (30) days following the issuance of the tax bills for the Real Property. The provisions of this AgreementSection 10.4 will survive the Closing for six (6) months, and in the event any items subject to proration hereunder are discovered within such 6-month period, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4.

Prorations. The following (a) To the extent not otherwise prorated pursuant to this Agreement, all (i) water, sewer, electricity, gas and other utility charges, if any, applicable to the Business, (ii) rental charges payable or receivable and other payments or receipts applicable to the Rights and Assets, including under the Sellers Agreements, (iii) ad valorem taxes imposed upon any portion of the Leased Real Property, general assessments imposed with respect to the Leased Real Property and special assessments upon the Leased Real Property, whether payable in full or by installments prior to the Closing Date and (iv) ad valorem taxes imposed upon the Rights and Assets other than the Leased Real Property (collectively, the “Proration Items”) that relate, in whole or in part, to periods prior to the Effective Time, shall be prorated between Buyer apportioned to the Effective Time, and Seller representatives of Sellers and Purchasers will examine all relevant books and records of the Business as of 11:59 p.m. local time the Effective Time in order to make the determination of the day immediately preceding apportionments. The net amount of all Proration Items will be settled and paid on the Closing Date. In the event that the amount of any of the Proration Items is not known by Sellers and Purchasers at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to Sellers. After Closing, Purchasers and Sellers shall provide to the other written notice five (5) business days after receipt of each third party invoice relating to any Proration Item so estimated. Within ten (10) business days thereafter, Purchasers and Sellers each shall make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the third party invoice. Furthermore, the accounts receivable for Medicare home health patients undergoing a home health episode of care on the Closing Date shall be allocated between Sellers and Purchasers based on the days elapsed during the current episode as of and following the Closing Date. The accounts receivable for other home health patients shall be allocated between Sellers and Purchasers based on the dates of service prior to and following the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementrespectively.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date(A) Rents, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyincluding, "Taxes") for the tax period then in effect and insurance premiums (but only without limitation, percentage rents, if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearany, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property any additional charges and expenses payable under tenant leases, all as and when actually collected (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closingwhether such collection occurs prior to, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), shall all of which rents, other income and expenses shall be prorated as of 12:01 a.m. on the Closingdate the Deed is recorded, on the basis of a 365-day year. Rents Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other incomecosts and free rent, if any, as provided in Section 7.2. Any sums collected by Buyer from tenants after the Closing shall be applied first deemed to any amounts due apply to Buyer rents and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income sums that were delinquent at Closing and shall be promptly paid to Seller within ten (10) days after end of Seller, and the month in which such amounts were collectedremainder shall be retained by Buyer to apply to current obligations. Buyer shall incur no obligation to Seller for Buyer's failure use reasonable efforts to collect such rentals or other incomedelinquent rents and Buyer shall be entitled to reimbursement for all reasonable actual costs incurred by Buyer in collecting such delinquent rents from the amounts collected therefor by Buyer. All Seller retains the rights to collect any such delinquent rents from tenants after Closing. The amount of any security and any other refundable deposits paid by tenants to Seller pursuant to under tenant leases shall be delivered by certified funds credited against the Purchase Price. Security deposits in the form of letters of credit shall either be reissued in the name of Buyer at Closing, or Seller shall assign its rights therein to Buyer at Closing, and will reasonably cooperate with Buyer post Closing, at no expense to Seller, to facilitate the transfer to Buyer. Seller shall use reasonable efforts to cause all security deposits in the form of letters of credit to be amended or reissued in the name of Buyer as soon as possible after the Closing, and Buyer shall cooperate with Seller in such efforts. Upon delivery to Buyer of the reissued or amended letter of credit, Seller's obligations with respect to such letter of credit shall immediately terminate, and, from and after such delivery of the reissued or amended letter of credit, Buyer shall indemnify Seller and hold harmless and defend Seller from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of the letter of credit. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. Seller shall use reasonable efforts to cause all security deposits in the forms of letters of credit or certificates of deposit to be amended or reissued in the name of Buyer as soon as possible after the Closing, and Buyer shall cooperate with Seller in such efforts. It shall be Buyer's responsibility to transfer utility service for the Property as of the Closing orDate. Buyer agrees to release, at Seller's optionindemnify and hold Seller harmless from all claims, credited liability, costs or expenses arising out of or relating to Buyer against the cash portion of utility service for the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made Property after the Closing pursuant Date. Seller shall be entitled to this Agreementcredit for all deposits made by it with any company providing utility service. The indemnification obligation herein shall survive Closing. Seller reserves all right, title and interest in any refund obtained from any taxing authority as a result of a pending tax appeal made by Seller prior to the date of Closing; provided, however, Seller shall remit to Buyer, the proportionate share owed to tenants for amounts in excess of amounts previously paid by such tenants attributable to the period of Seller's ownership of the Property. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date, but no later than March 31, 2001, 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.

Prorations. The following parties intend that Seller shall be prorated between Buyer and Seller as operate for its own account the business conducted at the Branch Offices until the close of 11:59 p.m. local time of the day immediately preceding business on the Closing Date, and that the Buyer shall operate such business for its own account on and after the close of business on the Closing Date. Thus, except as otherwise specifically provided in this Agreement, items of expense directly attributable to the operation of the Branch Offices (which shall not include any general overhead expenses of Seller) shall be prorated as of the close of business on the Closing Date, whether or not such adjustment would normally be made as of such time, which may include, without limitation, property and casualty insurance (if such prorations are not made by the applicable insurer(s)), telephone, electric, gas, water, and other utility services, security services, taxes associated with the Real Property, assessments (including regulatory assessments) and similar expenses and revenue related to the operation of the Branch Offices and the Assets transferred hereunder. For purposes of calculating the prorations, the parties acknowledge that Illinois real estate taxes are typically paid in arrears; provided, however, that all Real Property taxes and assessments, to the extent payable by Seller and/or Buyer, shall be prorated at the Closing on the basis of 105% of the most recent ascertainable Real Estate taxes and assessments, and all other payments shall be prorated on the basis of the actual number of days elapsed during best information available at Closing. If, at Closing, the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer Owned Real Property is assuming Seller's insurance policy encumbered by an assessment that is a charge or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed lien against the Owned Real Property (arising on or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and such assessment is payable in installments, then all unpaid installments of such assessments which are due and payable after the Closing shall be paid and discharged by Buyer at or after Closing. Seller shall receive be responsible for payment at Closing of all rents accrued but unpaid installments of such assessments which are due and other income accruingpayable for the period prior to the Closing Date. The proration of FICO assessments and FDIC insurance premiums will be based on the amount of the Deposit Liabilities as of the Closing Date and the number of days during any period Buyer will hold the Deposit Liabilities. The parties will affect the proration of FDIC insurance premiums through the FDIC Connect system, as may be required, and will share with each other evidence of such proration. For prorations, if any, that cannot be reasonably calculated as of the Closing, a post-closing adjustment shall pay all other expenses accrued be made in the manner specified in Section 2.3(c). Notwithstanding anything to the contrary, to the extent that the FDIC imposes an assessment (special or incurred, in connection with the ownership or operation of Property on or otherwise) after the Closing Date, all of which rentsassessment is applicable to deposits that were attributable to the Deposits prior to the Closing Date, other income and expenses then such assessment shall be prorated as of the Closing. Rents appropriately apportioned between Seller and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent Date within five Business Days after payment of such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementassessment.

Prorations. The following shall Except as may be prorated between Buyer otherwise expressly provided herein, all revenues, income and Seller as of 11:59 p.m. local time expenses (including utility expenses and credit card adjustments) of the day immediately preceding Properties with respect to the period prior to 12:01 a.m. on the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums Date (but only if Buyer is assuming Seller's insurance policy or policies). Proration including 50% of Taxes that night’s room revenues) shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursaccount of Seller; and 50% of that night’s room revenues plus all revenues, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, income and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion expenses of the Property) and allocable either to the period before the Closing or Properties with respect to the period after 12:01 a.m. on the Closing, then Buyer Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall adjust deliver to Buyer the actual Taxes between Buyer cash on hand at the Hotels on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real Properties taxes and Seller, assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Chatham County, Georgia and Xxxxx County, Florida, respectively, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, all a re-adjustment of which rents, other income such taxes and expenses assessments assumed by Buyer shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer made within thirty (30) days after the Closing shall or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the Properties be applied first to any amounts re-assessed due to Buyer the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and thenthe figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the extent such rents or other former party and shall promptly remit any income relate item to the period ending on or before other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such rents or other income additional amounts as may be owing, and such amount shall be paid to Seller within ten (10) days after end promptly by the other party upon receipt of the month in which such amounts were collectedinvoice. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Such invoice shall be delivered accompanied by certified funds to Buyer at reasonable substantiating evidence. The provisions of this Section 5.3 shall survive the Closing or, at Seller's option, credited to Buyer against the cash portion delivery of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDeed.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property Real estate taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for expenses of the maximum available discount or other exemptions Property, and rents (to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Propertyrents have been paid) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents Any consideration involving future lease credits, all advance rentals and other incomeall deposits and refundable fees of any type paid by tenant(s) to Seller, if anyincluding without limitation security and cleaning deposits and fees, collected and all accrued interest on such deposits and fees which is required to be paid by the leases or applicable law shall be credited to Buyer. Seller shall within five (5) days prior to the Closing Date provide Buyer and Escrow Agent with a schedule of such amounts and a complete and current rent roll, including without limitation, a schedule of all tenant deposits, fees, date of last rent received and description of any defaults. The amount of any bond or assessment, which is a lien, shall be paid by Seller. Buyer shall be credited with the amount of any advance or bonus payment made under any laundry leases, cable television agreements or similar service contracts which are either allocable to the period from and after the Closing, or paid in consideration for the portion of the term of any such contract which remains unexpired at the Closing. Any supplementary tax bills received by Buyer after or Seller following the Closing shall be applied first prorated by the parties following the Closing as if said tax bills had been available at the Closing Date. Seller shall pay to Buyer any rents received by Seller after Closing. If at any time following the Closing Date the amount of an item listed above shall prove to be incorrect, the party in whose favor the error was made shall pay the sum necessary to correct such error to the other party promptly following receipt of proof of such error from such other party, provided that such proof is delivered to the party from whom payment is requested within one (1) year after the Closing Date as to real estate taxes and ninety (90) days after the Closing Date as to all other items. If the amount of real estate taxes for the current year is not known on the Closing Date, then the taxes shall be apportioned on the basis of the taxes assessed for the preceding year, with a reconciliation as soon as the new tax rate and valuation can be ascertained, provided that if the parties can agree upon a reasonable estimate of an amount which is likely to be more accurate than the preceding year’s taxes, then such estimated amount shall be used as the basis for the tentative apportionment (subject to reconciliation as aforesaid). Notwithstanding anything herein to the contrary, Seller shall be responsible for all supplemental and/or recapture taxes incurred due to Seller’s use or change in use of the Property prior to the Closing Date. Delinquent rent shall not be prorated at Closing. As to any amounts due tenants who are delinquent in the payment of rent at the Closing Date (as set forth on an updated rent roll certified by Seller), Seller shall assign to Buyer Buyer, effective as of the Closing, all such delinquent rents (and then, the right to the extent collect such delinquent rents). Upon collection of any delinquent rents or other income relate to the period ending on or before the after Closing, such rents or other income shall first be credited to Buyer for those periods on and after Closing (plus Buyer’s expenses in collecting such rent) and thereafter Seller shall receive 100% of the delinquent rents less than 30 days in arrears, 50% for those delinquent rents 30 to 90 days in arrears, and Seller shall receive no delinquent rents more than 90 days in arrears, with the understanding that there shall be paid to Seller within ten (10) a true up of such delinquent rents for a period of 90 days after end post Closing and thereafter there shall be no further obligation of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure delinquent rents. Seller shall provide a summary of any collection or pending eviction matters within five (5) days of the Effective Date. All prorations shall be calculated on a calendar day basis for the month and year during which the Closing occurs and shall be credited against the Purchase Price. Seller shall not have any right to seek to collect such rentals from, or other income. All security and any other refundable deposits paid by to institute litigation against, tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Property after Closing. The provisions of this Paragraph 6 shall survive the Closing or, at Seller's option, credited to Buyer against and the cash portion recording of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDeed.

Prorations. The following Real estate taxes, expenses of operation and any other similar items shall be prorated between Buyer and Seller adjusted ratably as of 11:59 p.m. local the time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") closing. Taxes for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration year of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents Current rents collected from Tenants under Leases shall be prorated for the month during which the Closing occurs (the term “rents” as used in this Agreement includes all payments due and other income, if any, payable by Tenants under the Leases). Real estate taxes for the calendar year of Closing shall be prorated as of the Closing Date. Unpaid and delinquent rent collected by Buyer Seller and Purchaser after the Closing shall Date will be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents that became due and payable during the calendar month of Closing, and second, to those which were due and payable after Closing, and third, to those which were due and payable prior to Closing. Purchaser will use commercially reasonable efforts after Closing to collect all unpaid and delinquent rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any amounts lawsuit or other collection procedures to collect such unpaid or delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Buyer Closing but are subject to adjustment after Closing (e.g., such as year end operating and thencommon area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent such rents or other income relate applicable to the a period ending on or before extending through the Closing, such rents be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for any costs of collection or processing. At Closing, Purchaser will be entitled to a credit against the Purchase Price for all cash security deposits held pursuant to any of the Leases (and any pre-paid rent thereunder if not then earned by Seller) and Seller shall deliver to Purchaser any non-cash security deposits thereunder, if any. Payments of accounts for water, sewer, electricity, telephone and all other income utilities currently in the name of Seller (or its managing agent) shall be paid placed in the name of Purchaser on the Closing Date and Seller shall arrange for final meter readings and metered services to be conducted on the Closing Date. Seller within ten (10) days after end shall be responsible to pay in full all bills for such utility charges related to any period prior to the Closing Date and Purchaser shall be responsible to pay all utility charges related to any period on and subsequent to the Closing Date. With respect to utilities which are not metered, charges for such service shall be prorated as of the month in which Closing Date, based on charges for the previous billing period, and Purchaser and Seller shall receive credits or charges, as appropriate, with such amounts were collectedto be re-prorated promptly after the final bills are issued. Buyer Seller shall incur no obligation cooperate with Purchaser to effect the transfer of utility accounts from Seller for Buyer's failure to collect such rentals or other incomePurchaser. All security Expenses pertaining to Service Agreements that Purchaser elects to assume and personal property taxes (if applicable) and any other refundable deposits paid by tenants expenses relating to Seller pursuant to tenant leases the Property shall be delivered by certified funds to Buyer at prorated between the parties as of the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer State and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Datereal and personal property taxes, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general utilities, lease payments and special county and city real property taxes and special assessments other similar charges (collectively, "TaxesProrated Expenses") for the tax due and payable or previously paid with respect to any period then in effect of Seller that begins before and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or ends after the Closing DateDate (taking into account whether such Prorated Expenses are payable in advance or in arrears) (each a "Straddle Period"), that are or were imposed by any taxing authority or payable or paid with respect to the Assets shall be apportioned between (i) the period beginning on the first day of the relevant Straddle Period and ending as of the close of business on the Closing Date (the "Pre-Transfer Period") and (ii) the period beginning on the business day immediately after the Closing Date and ending on the last day of the relevant Straddle Period (the "Post-Transfer Period"). In performing such apportionment, all of which rents, other income and expenses Prorated Expenses shall be prorated as on the assumption that an equal amount of Prorated Expense applies to each day of the ClosingStraddle Period regardless of how such expenses are or were billed or made. Rents and other income, if any, collected by Buyer after the Closing Seller shall be applied first to any amounts due to Buyer and then, liable for all Prorated Expenses apportioned to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collectedPre-Transfer Period. Buyer shall incur no obligation be liable for all Prorated Expenses apportioned to the Post-Transfer Period. Within a reasonable time after Closing, (a) Seller shall deliver to Buyer such documentation as Buyer reasonably requests to assure Buyer that the Prorated Expenses for which Buyer is liable hereunder are due or have been previously paid and that such amount of Prorated Expenses is correct, (b) Buyer shall deliver to Seller such documentation as Seller reasonably requests to assure Seller that the Prorated Expenses for Buyer's failure to collect which Seller is liable hereunder are due or have been previously paid and that such rentals or other income. All security amount of Prorated Expenses is correct, and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at (c) the Closing or, at Seller's option, credited to Buyer against party whose liability for Prorated Expenses hereunder exceeds the cash portion liability of the Purchase Price at other party shall pay the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after other party the Closing pursuant to this Agreementamount of such excess.

Prorations. The following shall be prorated between Buyer All outstanding real estate and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real personal property taxes and special assessments (collectively, "Taxes") the “taxes”), together with any interest, late payment charges and other penalties thereon, for any tax years prior to the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration year of Taxes Closing shall be based on paid in full by Seller. Seller shall pay personal property taxes due and payable in the most recent official tax bills or notice year of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer subject to proration and Seller shall adjust reimbursement as hereinafter provided. Real property taxes and assessments due and payable in the actual Taxes between Buyer and Seller, outside year of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents Personal property taxes due and other income, if any, collected by Buyer payable for any years after the year of Closing shall be applied first assumed and paid in full by Buyer when due and payable and, if any such personal property taxes are required to any amounts due to be prepaid by Seller at Closing, Buyer shall reimburse Seller for the same at Closing. If the Closing occurs on a date when the current year’s taxes are not fixed, then taxes will be prorated based upon the prior year’s taxes. In addition, certified, confirmed or ratified liens for governmental improvements as of the Closing Date shall be paid in full by Seller, and thenpending liens for governmental improvements as of the day preceding the Closing Date shall be assumed by Buyer; provided, however, to the extent such rents any certified, confirmed or other income relate ratified liens are payable in installments, then: (a) installments due for the year of Closing shall be prorated as provided herein; (b) installments due for periods prior to the period ending on or before the Closing, such rents or other income year of Closing shall be paid to Seller within ten in full by Seller; and (10c) days all installments due after end the year of Closing shall be assumed and paid in full by Buyer after Closing as such installments become due and payable. Any tax proration based upon the prior year’s taxes may at the request of either Party be subsequently readjusted upon receipt of the month actual tax xxxx covering the Property. The agreement to readjust taxes set forth in which such amounts were collectedthis Section 8.4 shall survive Closing for a period of twelve (12) months. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals All water, sewer, electric or other income. All security utility charges and any other refundable deposits paid by tenants expenses related to Seller pursuant to tenant leases the operation or maintenance of the Property (other than insurance premiums) shall be delivered by certified funds to Buyer at prorated as of the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following Contributor Parties shall be responsible for (or entitled to receive, as the case may be) all Taxes, prepaid items and other similar items (“Pro-Rated Items”) attributable to Xxxxxxxx South (for the avoidance of doubt, excluding insurance premiums) or the Xxxxxxxx Entities for periods prior to the Effective Time, and the Partnership Acquiring Entities shall be responsible for (or entitled to receive, as the case may be) all Pro-Rated Items for periods after the Effective Time. Pro-Rated Items for periods beginning before and ending after the Effective Time shall be allocated between the Partnership Acquiring Entities, on the one hand, and the Contributor Parties, on the other hand, in accordance with the provisions of this Section 2.8. The portion of each Pro-Rated Item allocated pursuant to this Section 2.8 to the portion of the applicable period ending at or prior to the Effective Time shall (i) in the case of any franchise taxes, sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any tax based on or measured by income or receipts, be determined on a closing of the books basis, and (ii) in the case of any other Pro-Rated Item, be determined on the basis of the proportional number of days in the relevant determination period for all days through but not including the Closing Date. The prorations shall be paid at Closing by the Partnership Acquiring Entities to the Contributor Parties (if the prorations result in a net credit to the Contributor Parties) or by the Contributor Parties to the Partnership Acquiring Entities (if the prorations result in a net credit to Partnership Acquiring Entities) by increasing or reducing the funds to be delivered by the Partnership Acquiring Entities in payment of the Cash Consideration at Closing. If the actual amounts of any items to be prorated between Buyer and Seller are not known as of 11:59 p.m. local time of the day immediately preceding the Closing Date, then such proration will be made at Closing on the basis of the best evidence then available; as soon as practicable after actual amounts are available, but in no event later than 90 days thereafter, re-prorations will be made on the basis of the actual number of days elapsed during amounts and a final cash settlement will be made between the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyContributor Parties, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearone hand, and to the extent Partnership Acquiring Entities, on the tax bills do not accurately reflect other hand (which obligation will survive the actual Taxes assessed against the Property (or any portion transfer and conveyance of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementXxxxxxxx Interests).

Prorations. The following (a) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all as and when actually collected; real property taxes and assessments; all other income from the Property; interest and other payments due under the Loan; water, sewer and utility charges; amounts payable under any other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, expenses prepaid by Seller and which apply solely to the period from and after the Closing and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid expenses), shall all be prorated between Buyer and Seller as of 11:59 p.m. local time on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day immediately preceding of Closing and Seller is entitled to the Closing Dateincome and responsible for the expenses for the period prior to the day of Closing), on the basis of the actual number of days elapsed during the month in which the Closing occurs: general a 365-day year. Tenant improvement costs, leasing commissions, legal fees and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearexpenses, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents free rent and other income accruedconcessions, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closingprovided in Section 7.2. Rents and other income, if any, All rents collected by Buyer after the Closing shall be applied first and paid as provided in this Section 8.5(a). If a tenant shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any amounts payment received from a tenant after Closing shall be deemed a payment of rent due to Buyer after the Closing until the tenant is current on rents and then, to sums due under the extent such rents or other income relate to the period ending applicable Lease on or before after the Closing, and then such rents or other income payments shall be paid to Seller within ten (10) days after end to the extent of the month in which such amounts were collectedany rent or other sums owing to Seller for periods prior to Closing. Buyer shall incur no obligation to Seller for Buyer's failure use reasonable efforts to collect such rentals rents and other sums owing to Seller but shall not be required to pay any third-party costs in doing so. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to xxx for collection. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller on or prior to June 30, 2012, in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). If accurate allocations cannot be made at Closing because current bills are not obtainable, the parties shall allocate such expenses at Closing on the best and most current information available, subject to adjustment in cash after the Closing outside of escrow as set forth above. For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other incomeexpenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar (or, if applicable, fiscal) year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. All Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). For Leases which do not have a base year amount or expense stop, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated based on the expenses actually incurred by each party for such year and each party’s period of ownership of the Property, and otherwise in accordance with this Section 8.5(a). The amount of any cash security and any other refundable deposits paid together with interest thereon (if required by tenants to Seller applicable law or pursuant to tenant leases the applicable Lease) held by Seller under Leases shall be delivered by certified funds credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall deliver to Buyer at Closing an original copy of all Letters of Credit obtained from tenants at the Closing orProperty in lieu of a cash security deposit pursuant to such tenants Lease, at Seller's option, credited together with an assignment of such Letter of Credit to Buyer executed by Seller. Buyer shall work with the lenders obligated under such Letters of Credit, and Seller shall cooperate in Buyer’s efforts (at no cost to Seller except as provided in this Section), to have the Letters of Credit assigned to Buyer promptly following closing, shall pay the amount of any fees associated with the transfer of such Letters of Credit, and shall receive a credit against the cash portion of the Purchase Price at Closing in the amount of one half ( 1/2) of such fees. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. Escrow Holder shall Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be concerned with any prorations that are to calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, such amounts have not been collected, then the same shall be made calculated as soon as reasonably practicable after the Closing pursuant Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to this Agreementthe other party within thirty (30) days thereafter. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Seller retains the right to pursue and control any tax appeals applicable to periods prior to the tax year of the Closing, and Buyer shall cooperate with Seller with respect to such appeals at no material cost or expense to Buyer. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller. To the extent Buyer receives any such refund, Buyer shall remit such refund to Seller within five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall prorate all costs incurred and recovered in connection therewith based on the portion of the proceeds of any tax appeal recovery allocable to each party’s respective period of ownership of the Property.

Prorations. The following shall be 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated between Buyer and on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); tenant reimbursement obligations for operating expenses paid by Seller as of 11:59 p.m. local time of for the day immediately preceding 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 to the extent actually 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 installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official ascertainable data. If any ongoing real estate tax bills or notice contest has not been finalized as of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, Purchaser and Buyer shall receive all rents and other income accruingSeller agree that the tax bill existing prior to the contexx, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as of it related to the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, real estate tax proration to the extent such rents tax contest is successful. All other prorations will be final except as to delinquent rent referred to in Paragraph 15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited and Seller will be charged with an amount equal to all Tenant security deposits and interest thereon being held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to credit due Tenants for which Purchaser receives credit and Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing is charged pursuant to this AgreementParagraph. Seller and Purchaser agree to cooperate in the calculation and reporting of all closing prorations at least two (2) business days prior to the Closing Date.

Prorations. The following All real property taxes, personal property taxes, ad ---------- -- valorem obligations and similar Taxes imposed on a periodic basis, in each ------- case levied with respect to the Purchased Assets, other than conveyance taxes provided for in Section 2.5, for a taxable period which includes (but does not end on) the Closing Date (collectively, the "Apportioned Obligations") shall be prorated apportioned between Buyer Seller and Seller Purchaser as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Date based on the basis of the actual number of days elapsed during the month in which of such taxable period occurring prior to the Closing occurs: general and special county and city real property taxes and special assessments Date (collectively, the "TaxesPre-Closing Tax Period") for and the tax number of days of such taxable period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property occurring on or after the Closing Date, all of which rents, other income and expenses Date (the "Post-Closing Tax Period"). Seller shall be prorated liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period. As soon as of the Closing. Rents and other income, if any, collected by Buyer practical after the Closing but in all events within 180 days following the Closing Date, Seller and Purchaser shall be applied first present a statement for reimbursement for such Taxes with respect to any amounts due which each is entitled to Buyer and thenreimbursement under this Section 15.4(a), together with such supporting evidence as is reasonably necessary to calculate the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income proration amount. The proration amount shall be paid by the party owing it to Seller the other within ten (10) days after end delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for such Taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate Taxing authority, provided that if such xxxx 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 xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 15.4(a), the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and not made within ten (10) days of delivery of the month in which such amounts were collected. Buyer statement shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer bear interest at the Closing orrate per annum determined, at Seller's optionfrom time to time, credited to Buyer against under the cash portion provisions of Section 6621(a)(2) of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCode for each day until paid.

Prorations. The following shall be prorated between Buyer Any ad valorem, real property, personal property, or similar Taxes and Seller as of 11:59 p.m. local time of homeowners' or property owners' association dues and assessments associated with the day immediately preceding the Closing Date, Acquired Assets that are imposed or accrue on a periodic basis and are not quantified on the basis of Final Balance Sheet (the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "TaxesProrated Items") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing Date in accordance with this Section 3.05. At the Closing. Rents , the Company shall pay to DRH the portion of the Prorated Items and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due with respect thereto equal to Buyer and thena fraction, the numerator of which shall be the number of days that have elapsed from the beginning of the applicable period to the extent such rents Closing Date and the denominator of which shall be the number of days in the entire applicable period. If on the Closing Date the Company possesses the tax statements or other income relate appropriate information with respect to any Prorated Items, the Company shall pay to DRH its prorated share of the Prorated Items based upon such Tax statements or other information. If on the Closing Date the Company does not possess the Tax statements or other appropriate information for the Prorated Items, the Company shall pay to DRH its proportionate share of such Prorated Items based upon the prior period's Prorated Items and any publicly announced Tax rate or other changes with respect thereto. As soon as the Tax statements or other appropriate information become available with respect to the period ending on or before actual amount of any such Prorated Items, the Closing, Company shall promptly pay to DRH any excess of their proportionate share of such rents or other income shall be Prorated Items over the estimate thereof previously paid to Seller within ten (10) days after end DRH, or DRH shall promptly refund to the Company the excess of their prorated share of such Prorated Items previously paid to DRH over their actual prorated share. DRH shall pay the month entire amount of any such Prorated Items before such Prorated Items become delinquent; provided that DRH may contest the amount or validity thereof in which such amounts were collectedgood faith. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals If DRH or other income. All security and the Company receives any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion refunds of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing Prorated Items prorated pursuant to this AgreementSection 3.05, such refund shall be prorated as provided herein and the party receiving such refund shall remit to the other party its proportionate share thereof.

Prorations. The following shall be prorated between Buyer (e) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, then Buyer once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this AgreementSection 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same 38 at Closing: (x) $1,452,200.00 for the Champions Village Real Property and the Champions Village Improvements and (y) $178,200.00 for the Oak Park Real Property and the Oak Park Improvements.

Prorations. The following shall be prorated between Buyer and Seller Seller, as of 11:59 p.m. local time of the day immediately preceding the Closing Date, shall prorate (with Buyer being deemed to be Landlord for purposes of income and expenses on the basis of Closing Date): Rents and all other amounts paid by Tenant under the actual number of days elapsed during Lease (collectively “Rent”) for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for . Rent received by Seller during the tax period then in effect and insurance premiums (month of Closing but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance relating to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period periods before the Closing or to Date shall be retained by Seller. For the period after Closing through and including the last day of the month of Closing, then all Rent collected by Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents 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, Seller and Buyer each agree to pay its prorata share of said charges, and expenses (other income, if any, collected than real estate taxes) as of the Closing Date. Collections by Seller after Closing of Rent due and owing Buyer for periods on and after the date of Closing shall be paid to Buyer within five (5) business days of receipt thereof by Seller. Collections by Buyer after the Closing shall be applied first to any amounts of Rent due to Buyer and then, owing Seller for periods prior to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income date of Closing shall be paid to Seller within ten five (105) business days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for receipt thereof by Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or; provided, at Seller's optionhowever, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made Rent collected after the Closing pursuant 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 credit to Buyer for the prorated amount of any insurance premiums that Tenant has paid to Landlord covering the period of time after the Closing Date. The representations and warranties of the parties set forth in this AgreementSection 11 shall survive until March 31 of the calendar year immediately following the Closing Date.

Prorations. The following With respect to accrued Taxes for Transferred Real Property, Transferred Tangible Property and other similar Taxes, utility and similar payments arising from the ownership or use of the Acquired Assets, the Assumed Liabilities and the operation of the Business, the accrued rents and other payments under the Transferred Leases and the Transferred Contracts and similar accrued items all as relating to a Straddle Period, (i) Buyers shall be prorated between responsible for the pro rata portion thereof based upon the number of days in such Straddle Period following (but not including) the Closing Date as a percentage of the total number of days in such Straddle Period and (ii) Seller shall be responsible for the pro rata portion thereof based upon the number of days in such Straddle Period prior to and including the Closing Date as a percentage of the total number of days in such Straddle Period (the “Seller Prorated Taxes”). Buyer Parent shall deliver written notice to Seller specifying the amount of such Seller Prorated Taxes, together with a reasonably detailed calculation thereof, and Seller as shall promptly pay the amount of 11:59 p.m. local time such Seller Prorated Taxes to Buyer Parent. Buyer Parent shall, within forty-five (45) days of the day immediately preceding the Closing Date, on deliver written notice to Seller specifying the basis amount of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelysuch Seller Prorated Taxes, "Taxes") for the tax period then in effect and insurance premiums (but only if together with a reasonably detailed calculation thereof. If Seller agrees with Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentsParent’s calculation, Seller shall receive all rents and other income accrued, and shall promptly pay all other expenses accrued or incurred, in connection with the ownership or operation amount of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due such Seller Prorated Taxes to Buyer and thenParent. If Seller disagrees with Buyer Parent’s calculation, to the extent Seller shall notify Buyer Parent in writing of such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller disagreement within ten forty-five (1045) days after end delivery of the month notice specifying Buyer Parent’s calculation of the Seller Prorated Taxes, and Seller and Buyer Parent will negotiate in good faith to determine the amount of Seller Prorated Taxes (after which Seller shall promptly pay the amount of such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds Prorated Taxes to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementParent).

Prorations. The following 7.5.1 Rentals, revenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, Service Contract fees, utility costs and other expenses affecting the Property shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Closing Date based on a 365 day year. For purposes of calculating prorations, Buyer shall be deemed to be title holder of the day immediately preceding Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m., Central Standard time, on the Closing Date. Delinquent rentals as of the Closing Date shall not be prorated, but when paid to Buyer shall be applied and delivered by Buyer as follows: first, to the payment of rent currently due and payable, next, to any delinquent rent owing to Buyer, and third, to Seller. After the Closing, Buyer shall use commercially reasonable efforts to collect delinquent rentals on behalf of Seller, provided, however, Buyer shall have no obligation to xxx or evict any tenants who are delinquent in the payment of rents. All non-delinquent real estate taxes or assessments on the Property shall be prorated based on the actual current tax xxxx, but if such tax xxxx has not yet been received by Seller by the Closing Date, on the basis of the actual number of days elapsed during the month in which parties shall make any necessary adjustment after the Closing occurs: general and special county and city by cash payment to the party entitled thereto so that Seller shall have borne all real property taxes allocable to the period prior to the Closing and special assessments Buyer shall bear all real property taxes allocable to the period from and after the Closing. If any tenant under a Lease is entitled to an allowance for tenant improvements or other Lease concession, whether pursuant to a new Lease or an expansion or renewal of an existing Lease, such allowance or concession (collectively, "Taxes"other than rental rate reductions) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be allocated over the term of the Lease expansion or renewal, and prorated between Seller and Buyer on a proportional basis based on the most recent official tax bills period that such Tenant is in possession of the leased premises and making payments of rent under such Lease, expansion or notice of valuation available for the fiscal year in which renewal, so that Seller will bear all such expenses allocable to such period prior to the Closing occurs, with due allowance and Buyer shall bear all expenses allocable to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the such period after the Closing, then Buyer and . Any deposits held by third parties for the account of Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership Property, including but not limited to utility deposits, shall not be prorated between the parties or operation transferred to Buyer but shall belong to and remain the property of Seller. If any expenses attributable to the Property before and allocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 7.5.1 shall survive the Closing. To the extent that any of the Leases provide for the reconciliation of estimated operating costs paid by Tenants, Buyer shall determine such reconciliation as of the calendar year-end following the Closing Date and any amounts collected or payable by Buyer which either exceed or are less than the actual recoverable operating costs paid by Tenants, as applicable, shall be prorated between Buyer and Seller as of the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, such that amounts collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate from Tenants in reconciliation which are attributable to the period ending on or before the Closing, such rents or other income of Seller's ownership shall be paid reimbursed to Seller by Buyer, and amounts refundable to Tenants and which are attributable to Seller's period of ownership shall be refunded to Buyer by Seller. Buyer and Seller will settle such proration within ten (10) 120 days after the actual calendar year-end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementreconciliation.