Common use of Prorations Clause in Contracts

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsNon-delinquent real property taxes and any current installments on any improvement assessment liens, if any, as ▇▇▇▇▇-▇▇▇▇ bond payments and when collected (similar assessments affecting the term “rents” as used in this Agreement includes all payments due Real Property and payable by Tenants under the Leases); (b) taxes (including any personal property taxes on affecting the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to Property shall be apportioned at Closing prorated based on the basis of the most recent meter reading occurring prior available tax bills using a 30-day month and a 360-day year. Any increase in real property taxes and assessments arising out of the sale of the Real Property to Closing; and Buyer (e) or its assignee), or a sale or change in ownership after the sale to Buyer, and any other accrued supplemental real property taxes and assessments arising out of any construction pertaining to the Real Property completed following the Close of Escrow shall be paid by Buyer when assessed, and Buyer shall indemnify Seller from and against all such taxes. Any supplemental real property taxes or prepaid operating expenses for private assessments arising out of any occurrence before the Property and, Close of Escrow shall be paid by Seller when assessed to the extent customarily prorated between a purchaser such taxes or assessments are attributable to any period before the Close of Escrow, and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits indemnify Buyer from and prepaid rents (for periods on or after against all such taxes and assessments. The parties’ indemnification obligations under this Section shall survive the end Close of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsEscrow. (b) Any taxes Non-delinquent rentals and other charges payable by tenants shall be prorated based on the updated Rent Roll delivered pursuant to Section 5(c)(v). Rentals are delinquent when payment thereof is more than thirty (30) days past due as of the Close of Escrow. In addition, rentals from a tenant less than thirty (30) days past due will be considered delinquent if that tenant also has at least one month of rental more than thirty days past due (e.g. if a tenant has not paid at its monthly rental for January of a year, and assuming a date after February 1 for the Close of Escrow, due to the January delinquency the rental for the month of February also will be considered delinquent even though it is less than thirty ((30) days past due). Escrow Holder shall credit the amount of security deposits held by Seller as shown on the Rent Roll against the Purchase Price payable by Buyer. Rentals collected by Seller not shown on the updated Rent Roll and delinquent rentals collected by Buyer as hereafter provided shall be prorated by the parties outside of escrow as of the Closing Date and paid to the entitled party as soon as practical from time to time as collected. After the Close of Escrow Buyer shall use its commercially reasonable efforts to collect any delinquent rentals, but Buyer shall not be required to file suit or prior evict a tenant. If, after making diligent efforts to collect delinquent rentals from any tenant or tenants, or ninety (90) days after the Close of Escrow, whichever first occurs, Buyer elects not to file a legal action against such tenant or tenants, Buyer shall notify Seller, and Seller may file a legal action or actions against such tenant or tenants for the delinquent rentals owing to Seller except that Seller shall not pursue an eviction remedy. Delinquent rentals collected by Buyer, net of the reasonable costs of collection (including attorney’s fees), shall be applied first against rent accruing for the month in which the Closing occurs, then against any other amounts owing Buyer, then against other amounts most overdue. Percentage rent, if applicable and if any, for the rental period including Closing shall be prorated upon receipt, based upon the amounts actually paidtenant’s sales for the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (c) No later than two (2) business days before the Close of Escrow, the parties will prorate outside of escrow on an accrual basis all known deposits and operating expenses concerning the Property, refundable deposits held by any governmental agency or utility that will be assigned to Buyer at the Close of Escrow. If taxes any of the foregoing cannot be apportioned at the Closing Date because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned and assessments for paid to the current year have entitled party as soon as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date. Sewer, gas, electric, telephone and other utility charges, to the extent not been reimbursed or paid before Closingdirectly by tenants, shall not be prorated but shall be paid by Seller to the utility company. (d) Buyer and Seller shall be charged at Closing an amount equal take all steps necessary to that portion effectuate the transfer of such taxes and assessments which relates to the period before the end all utilities presently in Seller’s name into Buyer’s name as of the Transition Period Close of Escrow. Where necessary, Buyer will post deposits with the utility companies. (e) All prorations and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed adjustments shall be based upon made as of 12:00 midnight on the most recent ascertainable, and shall be re-prorated post-day immediately preceding the Closing once final taxes and assessments for such period have been determinedDate.

Prorations. 3.2.1. The following shall be apportioned with respect Notwithstanding anything to the Property as of the end of the Transition Period (as defined contrary in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisionsCAPCO Agreement: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end The Parties agree that all of the Transition Period) under the Leases or credit items normally prorated, including those listed below (but not including Income Taxes), relating to the account of Purchaser the unapplied amount of such security deposits business and prepaid rents. All prepaid rents covering the period of time commencing on or after the end operation of the Transition Period DLC Nuclear Assets shall be delivered by Seller to Purchaser on prorated as of the DLC Nuclear Closing Date, or Purchaser may elect with DLC liable to receive a credit against the Purchase Price extent such items relate to any time period prior to the DLC Nuclear Closing Date, and the applicable Specified FE Subsidiary liable to the extent such items relate to periods commencing with the DLC Nuclear Closing Date (measured in the amount same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the business and operation of such the DLC Nuclear Assets; (ii) Rent, Taxes and all other items (including prepaid rentsservices or goods not included in Inventory) payable by or to a DLC under any of the DLC Nuclear Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other utilities with respect to the DLC Nuclear Assets; (v) Rent and Taxes payable by DLC under the Real Property Leases assigned to the applicable Specified FE Subsidiary; and (vi) ANI and ▇▇▇▇ insurance premiums for the current year or other applicable policy period; (vii) Impositions and fees payable to the Department of Energy and the NRC; and (viii) Membership fees in respect of the Institute for Nuclear Power Operator, the Nuclear Energy Institute and similar organizations involved solely in nuclear matters. (b) Any taxes paid In connection with the prorations referred to in Section 3.4 (a) above, in the event that actual figures are not available at or prior to the DLC Nuclear Closing shall be prorated based upon Date, the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed proration shall be based upon the actual Taxes or other amounts accrued through the DLC Nuclear Closing Date or paid for the most recent ascertainable, and year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated post-and paid to the appropriate Party within sixty (60) days of the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the DLC Nuclear Closing once final taxes Date and assessments for (ii) including and after the DLC Nuclear Closing Date. The Parties agree to furnish each other with such period have been determineddocuments and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 3.4.

Prorations. 3.2.112.1. The following shall Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be apportioned with respect assigned to the Property as of the end of the Transition Period 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 (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsi.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes of 11:59 p.m. on the Personal Property) Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity and other utility charges for cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges 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 apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring 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 amounts incurred by Seller for any period prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or then Purchaser may elect to shall receive a credit against for such excess amounts. If Seller is credited for any utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period prior to the Purchase Price Closing Date, then Purchaser shall receive a credit for such excess amounts. If Seller is credited for any utilities, taxes, insurance, CAM or other expenses which Seller has paid applicable to the period prior to the proration date and which are reimbursable by tenants after the Closing, the amount of the credit shall be held in escrow by the Title Company and shall be released to Seller when payment is made by the tenant. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. If, following the Closing, Seller receives any rebates or refunds of utility charges, insurance, real or personal property taxes or operating expenses, the amount of such prepaid rents. (b) Any taxes paid at rebate or prior to Closing refund shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingto Purchaser, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay indemnify, defend and hold harmless the taxes and assessments prior to their becoming delinquent. Any such apportionment made Seller against the claims of Tenants with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed such funds. The provisions of this paragraph shall be based upon the most recent ascertainable, confirmed at and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedsurvive Closing.

Prorations. 3.2.1. The following adjustments to the Purchase Price shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period.made between Seller and Purchaser: (a) rentsThe following items, as applicable, shall be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, as and when collected (the term “rents” as used in this Agreement includes all payments fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases);; and (biii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gasall charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges for which Seller is liable, if anyshall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such charges proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be apportioned at so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent meter reading occurring ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing; and, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other accrued or prepaid operating expenses collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the Property andperiod of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the PropertySeller. 3.2.2. Notwithstanding anything contained in (f) Contemporaneously with the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any security deposits other purpose related to Seller's prior ownership of the Property. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and prepaid rents (executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for periods all such tenant improvement work to the extent performed on or after the end of the Transition Period) under the Leases or credit prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date. Any provision of this Agreement to the contrary notwithstanding, or Purchaser may elect to receive a credit against after the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before ClosingEffective Date, Seller shall not undertake any tenant improvement work on any Unit without the prior written consent of Purchaser, such consent not to be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate unreasonably withheld, conditioned or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determineddelayed.

Prorations. 3.2.112.1. The following shall Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be apportioned with respect assigned to the Property as of the end of the Transition Period and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (acase may be) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes interest on the Personal Property) Existing Bond and assessments levied against the Property; (c) payments under the Contracts; (d) gasMortgage Documents, electricity water and other utility charges for charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to Closing; and (e) any other accrued or prepaid operating expenses for and including the Property and, to Closing Date after the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver payment to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period all current basic rent shall be delivered deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to Purchaser on collect same. Within 120 days after the Closing Date, or Purchaser may elect shall deliver to receive Seller a credit against reconciliation statement of Post-Closing Receipts through the Purchase Price first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the amount of such prepaid rents. (b) Any taxes paid at or prior to event Seller's audit discovers additional Post-Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before ClosingReceipts greater than $5,000.00, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon delivery and recording of the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determineddeed.

Prorations. 3.2.1. The following items shall be adjusted and apportioned with respect to the Property between Sellers and Purchaser as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period.follows: (a) rents, if any, as All non-delinquent ad valorem real estate and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) taxes, charges and assessments levied against affecting the Property; (c) payments under Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Contracts; (d) gasClosing Date, electricity disregarding any discount or penalty and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) fiscal year of the authority levying the same. If any other accrued or prepaid operating expenses of the same have not been finally assessed as of the Closing Date for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end current fiscal year of the Transition Periodtaxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period most recently ascertainable taxes. There shall be delivered by Seller a final reproration of the estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to Purchaser on make such payments as shall be necessary to provide the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of appropriate credits resulting from such prepaid rentsre-proration. (b) Any taxes paid at or All non-delinquent rent and other income of the Properties, including, without limitation, other periodic rentals, additional rentals, escalation rentals, pass-throughs and other sums and charges payable under the Leases (collectively, "Rents") collected as of the Closing Date shall be prorated on a per diem basis such that they are credited to Purchaser as of the Closing Date. Purchaser shall receive a credit for any Rents which have been prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and (iii) third, to the receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall use commercially reasonable efforts to collect such Rent receivables in the ordinary course of business, but shall not be obligated to engage a collection agency, take legal action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in accordance with the terms of this Section 6(b) shall survive the Closing, delinquent Rents which are not collected by Purchaser on or before the date that is sixty (60) days after Closing shall be prorated based upon forfeited by Sellers and Sellers shall have no further right, title or interest in or to the amounts actually paidsame. If taxes and assessments for To the current year have not been paid before extent any Seller receives any Rents after Closing, Seller the same shall be charged held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b). (c) At Closing Purchaser shall receive a credit equal to the unapplied total of all security and other refundable tenant deposits then held by Sellers. One or more of the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to proration, provided that, at Closing Closing, Sellers shall credit the Purchase Price for an amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that portion they are credited or charged to Purchaser, as applicable, as of such taxes the Closing Date, disregarding any discount or penalty and assessments which relates on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the period before Closing Date. If the end consumption of any of the Transition Period foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Purchaser Sellers shall pay all charges thereunder through the taxes and assessments date of any meter readings obtained prior to their becoming delinquentClosing. Any If actual amounts cannot be reasonably obtained as of the Closing, such apportionment made with respect to a tax year for which charges and income under the tax rate or assessed valuation, or both, have not yet been fixed Assumed Contracts shall be based upon the most recent ascertainable, on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated post-when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing once final taxes and assessments Date by Sellers based on the average consumption for such period have tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, Purchaser shall receive a credit for any Vacant Units (as defined below) that are not in Rent Ready Condition (as defined below) as of the date that is three (3) Business Days prior to the Closing Date in an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been determinedthoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at the Properties that is unoccupied as of the Closing Date and that was vacated by the tenant most recently occupying such unit at least three (3) Business Days prior to the Closing Date (i.e., if a unit becomes vacant less than three (3) Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). If requested by Purchaser, representatives of Sellers and Purchaser shall conduct a walk-through (the "Walk-Through") of the Properties on or around the third (3rd) Business Day prior to the Closing Date in order to determine the amount of such credit, if any, to be given to Purchaser.

Prorations. 3.2.113.1. The following shall Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be apportioned with respect assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the Property as amount of the end 6% of the Transition Period prorated rents credited to Purchaser; real and personal property taxes prorated on a "net" basis (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsi.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes of 11:59 p.m. on the Personal Property) Closing Date, and assessments levied 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 Property; Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities (cso long as no more than thirty (30) payments under days in advance in the Contracts; (d) gasordinary course of business), electricity 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 other utility charges paid directly by tenants and for which Seller is liablehas 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 any, such charges 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 apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such prorations; provided, however, that such prorations shall be deemed final and not subject to further post-closing adjustments at 5:00 PM Chicago time on the day which is thirty (30) days following Closing; and, at which time all prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the preceding sentence shall survive the Closing. (e) any other accrued or prepaid operating expenses for 13.2. Rents which are delinquent as of the Property andClosing Date shall not be prorated. Instead, to the extent customarily prorated between that Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent attributable to a purchaser and tenant's occupancy of a seller in portion of the Commonwealth of Massachusetts, Real Property for any other items pertaining period prior to the Propertydate of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and said Lease is not assigned to the Purchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date. 3.2.213.3. Notwithstanding anything contained To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the foregoing provisionsProperties pursuant to the following terms and conditions: (a) At Closing, Seller The temporary license granted by this paragraph shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or Purchaser may elect trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to receive oral inquiries regarding the Properties except to identify a credit against Property as formerly owned by the Purchase Price in the amount of such prepaid rentsSeller. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes The Seller stipulates that there is full and assessments adequate consideration for the current year license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have not been paid before Closingthe right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be charged at Closing an amount equal entitled to that a pro-rata credit for such portion of the cost of such taxes and assessments which relates listing and/or advertisement attributable to the period before after Closing. (d) In the end event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Transition Period and Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the date(s) set forth above. If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the taxes and assessments prior owner of said rights a license fee equal to their becoming delinquent. Any such apportionment made with respect to a tax year One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the tax rate existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or assessed valuationtrade names beyond the period allowed above for which a temporary license has been granted, then Seller (or both, the owner of said rights) shall have not yet been fixed shall be based upon all legal and equitable remedies authorized by federal law or the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for laws of the state where such period have been determinedProperty is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. 3.2.112.1. The following items shall be apportioned with respect adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing: i) rents (exclusive of delinquent rents, but including prepaid rents); ii) refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); iii) water and other utility charges; iv) fuels; v) prepaid operating expenses; vi) real and personal property taxes and assessments ("Taxes") prorated on a "net" basis based on 105% of the Property most recent actual tax bills. The amount of the proration shall be calculated by (1) determining the net amount (the "Net Amount") of (x) the amount of all Taxes accrued but not yet due and payable as of the end Closing (based on the most recent actual bills), minus (y) the aggregate amount payable by tenants of the Transition Period Property for their respective shares of Taxes for the time period covered by the proration; (as defined in Section 6.1.1)2) multiplying the Net Amount by 105%. In addition, as if Seller shall give Purchaser were vested with title to a credit for the Property aggregate amount actually paid or deposited by tenants of the Property, as of the end Closing, for their respective shares of Taxes for the time period covered by the proration; vii) operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and viii) other similar items. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to Closing; and (e) any and including the Closing Date will first be applied to rent or other accrued or prepaid operating expenses for charges currently due to Purchaser under the Property and, applicable lease. Any balance remaining after the application of such monies to current rent and other charges shall be deemed a "Post-Closing Receipt" but only to the extent customarily prorated between such pre-closing indebtedness has not been paid in full. Within ten (10) days following each receipt by Purchaser of a purchaser Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall set forth both current and a seller delinquent rent amounts on tenant bills in the Commonwealth of Massachusettsan effort to collect all amounts owing from tenants, any other items pertaining to the Property. 3.2.2including those which, upon collection, would constitute Post-Closing Receipts hereunder. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or Within 120 days after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect shall deliver to receive Seller a credit against reconciliation statement of Post-Closing Receipts through the Purchase Price first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the amount terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of such prepaid rents. (b) Any taxes paid at or prior Purchaser's books and records to verify the accuracy of the Post-Closing shall be prorated based Receipts reconciliation statement and upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingverification of additional funds owing to Seller, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated postSeller said additional Post-Closing once final taxes Receipts and assessments for such period have been determinedthe cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisionsAgreement to the contrary, Buyer shall receive a credit against the Purchase Price at Closing for the following amounts: (a) At Closing, Seller shall deliver to Purchaser any 9.1 the total amount of all security deposits and prepaid rents (provided for periods on in the Leases, together with interest thereon in the amounts set forth in or after the end of the Transition Period) as required to be accrued, as applicable, under the Leases, regardless of whether the tenants under such Leases or credit to the account of Purchaser the unapplied amount of actually paid such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period interest was actually earned thereon; provided, however, that Buyer shall not be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect entitled to receive a credit against the Purchase Price for any security deposits that are provided for in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year any Lease which have not been paid before Closingcollected by Seller but as to which Seller has provided Buyer a release from such tenant thereunder, Seller shall be charged at Closing an amount equal in form and substance acceptable to that portion of Buyer, with respect to such taxes and assessments which relates security deposit; 9.2 any prepaid rents and/or free rental periods under the Leases attributable to the period before after the end Closing, including, without limitation: (i) rent prepaid by E. ▇▇▇▇▇▇ & Associates, Inc. ("S▇▇▇▇▇") under the certain Lease dated August 4, 1997 between Center Office and S▇▇▇▇▇ for the period from the Closing Date through February 15, 1997; and (ii) rent prepaid by JPR Capital Corp. ("JPR") under that certain Lease dated December 12, 1996 between Center Office and JPR for the months of the Transition Period December, 1997 and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made December 1998; 9.3 $48,420.00 with respect to a tax year Center Retail's obligation under the A▇▇▇▇▇ Lease to reimburse A▇▇▇▇▇ for tenant improvements currently under construction, which reimbursement has not been paid by Center Retail as of the Closing Date; 9.4 $27,702.00 with respect to Center Office's obligation under EXHIBIT D of the Dialysis Centers Lease to reimburse Dialysis Centers for tenant improvements, which reimbursement has not been paid by Center Office as of the Closing Date; 9.5 $47,073.75 with respect to the Landscape Obligation; and 9.6 $300,000.00 with respect to payment of the "Product Improvement Plan" imposed by Radisson Hotels International Inc. in connection with the Assignment and Assumption of License Agreement for Radisson Suite Hotel Boca Raton. The credits for which provision is made in the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon foregoing SUBPARAGRAPHS 9.1 through 9.6 constitute full settlement of all obligations of Seller to Buyer with respect to the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedmatters set forth therein.

Prorations. 3.2.1. The following Subject to the terms of this Section 9.1, at or prior to the Closing, the parties shall be apportioned prorate, as of 11:59 p.m. on the date immediately preceding the Closing Date (the “Prorations Time”), all income and expenses with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable to or by Tenants under the Leases); LLC, including, without limitation: (bi) taxes (including personal all real property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation); (ii) rents and other tenant payments and tenant reimbursement, if any, received under the Leases; (iii) charges for water, sewer, electricity, gas, fuel, steam, vault taxes and other utility charges (other than those charges required to be paid directly to the utility company by Tenant) all of which shall be read promptly before the Closing; and (eiv) any periodic fees for licenses, permits or other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining authorizations with respect to the Property. 3.2.2; and (v) all other items customarily prorated in connection with transactions of the type contemplated by this Agreement. Notwithstanding anything contained A further proration shall be made between the parties when the tax b▇▇▇ for the tax year in which the foregoing provisions: (a) At ClosingClosing occurs becomes available. In conjunction with such prorations, Seller shall deliver will assign to Purchaser any security its share of all utility deposits which are assignable (and prepaid rents (Seller shall be credited with such amounts). In connection with the calculation of the Purchase Price under Section 2.1 hereof, it is anticipated that the items prorated hereunder will be adjusted on an aggregate basis against the net proceeds of the hypothetical sale of the Property for $362,000,000. Accordingly, for purposes of adjusting the Purchase Price between Purchaser, in its capacity as purchaser of Seller’s LLC Interest, and Seller, in its capacity as seller of Seller’s LLC Interest, the Seller shall bear 66 2/3% of the amounts debited hereunder, and shall receive 66 2/3% of the amounts credited hereunder, for the items of income and expenses prorated or adjusted hereunder for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period Proration Time, and Purchaser shall pay bear 66 2/3% of the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableamount debited hereunder, and shall be re-receive 66 2/3% of the amounts credited hereunder for the items of income and expense prorated post-Closing once final taxes and assessments or adjusted hereunder for such period have been determinedperiods after the Prorations Time.

Prorations. 3.2.1. The following shall be apportioned adjusted between Seller and Buyer and shall be prorated as of 12:01 A.M. (Eastern Time) on the Closing Date with respect to Buyer deemed the owner of the Property as of on the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period.entire Closing Date: (a) rentsRents, if anycommon area charges, escalations and other tenant reimbursements (other than security deposits and real property taxes reimburseable by tenants on any annual basis) payable under the Existing Leases and New Leases (collectively, the "RENTS") for the Property or portions thereof shall be prorated as of the Closing Date on an accrual basis. If any Rents are delinquent as of the Closing Date (hereinafter called the "DELINQUENT RENTS"), then all Rents collected by Purchaser after the Closing shall be applied first to current Rents and when collected then to Delinquent Rents, provided further that any Delinquent Rents paid by Tenants therefor and specifically identified as such by the Tenant shall be treated as a reimbursement of such charges regardless of the order of priority otherwise set forth in this SECTION 8.5(a). Buyer shall use reasonable efforts until December 31, 2004 to collect any Delinquent Rents, including any unpaid amounts previously billed for common area maintenance charges, Real Estate Taxes and insurance for the year ending December 31, 2003 (the term “rents” as used "2003 RECONCILIATION PAYMENTS") that accrued prior to the Closing Date. Seller agrees to forward any Rents received by it after the Closing Date to Buyer for application in this Agreement includes all payments due and payable by accordance with the provisions hereof. The amount of any security deposits that are required to be returned to Tenants under Leases shall be credited against the LeasesPurchase Price (and Seller shall be entitled to retain such security deposits);. Seller may not pursue litigation against any tenant for Delinquent Rents or 2003 Reconciliation Payments. (b) Real Estate Taxes for the then current year relating to the Property shall be prorated as of the Closing Date. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to shall be apportioned at Closing made on the basis of the most recent meter reading occurring tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the taxes actually due for the current year are more or less than the taxes for the preceding year, then within thirty (30) days after the issuance of the then current year's tax ▇▇▇▇, Seller and Buyer shall adjust the proration of such taxes and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment; this covenant shall not merge with the Deed delivered hereunder but shall survive the Closing. All special taxes or assessments assessed prior to the Closing Date shall be paid by Seller, and those assessed after the Closing Date shall be paid by Buyer. Tax reimbursements from Tenants shall, upon receipt, be equitably prorated and reimbursed to Seller. Buyer shall make reasonable efforts to promptly collect all tax reimbursements from the Tenants. (c) All other income from, and expenses of, the Property, including but not limited to public utility charges, interest, maintenance charges and service charges, shall be prorated as of the Closing Date, except as set forth hereinbelow. To the extent that information for any such proration is not available at the Closing, the parties shall effect such proration within ninety (90) days after Closing. If, however, the proration of percentage rental from any Tenant or any other item of income or expense cannot be made within ninety (90) days after the Closing, then the proration of such item for each such Tenant shall be made within ten (10) days after the information relating to such item becomes available. Percentage rents for each Tenant Lease shall be prorated on the basis of the number of days lapsed during the Tenant's percentage rent period as of the Closing Date and not on the basis of the amount of the Tenant's sales which accrued during such percentage rent period as of the Closing Date. Within ninety (90) days after the Closing Date, Seller agrees to provide Buyer (i) a detailed operating expense statement for the actual costs incurred by Seller for operating expenses and other pass-through items that are reimbursable to Seller, as landlord, by Tenants under the Leases (collectively, the "REIMBURSEMENT EXPENSES") that covers the period from the beginning of the then current billing/reconciliation period for such party through the Closing Date together with copies of supporting invoices and other documentation supporting the expenses; andand (ii) a statement showing amounts actually collected by Seller as estimated payments or otherwise from the Tenants for the Reimbursement Expenses that covers the period from the beginning of the then current tenant billing/reconciliation period through the Closing Date. Buyer and Seller agree that they will promptly, at the end of the calendar year of the year in which the Closing occurs (or, if the current billing/reconciliation period ends on other than the end of the calendar year, the end of the current applicable billing/reconciliation period), reconcile the Tenants' payments of the Reimbursement Expenses, and Buyer will ▇▇▇▇ the Tenants promptly for any amounts owed by the Tenants to landlord for payment of the Reimbursement Expenses. In reconciling the Tenants' payments of the Reimbursement Expenses, Buyer and Seller agree to reallocate between them the total amount actually collected by Buyer and Seller for the Reimbursements Expenses for the calendar year (or other applicable billing/reconciliation period corresponding to the applicable period for reconciling the Reimbursement Expenses under the Leases) in which the Closing occurs based on the proportion that the actual costs incurred by each party for the Reimbursement Expenses bears to the total of the Reimbursement Expenses incurred by the parties combined. To the extent either party has collected more than its share of the Tenants' payment for the Reimbursement Expenses as determined by the preceding sentence, such party shall promptly remit such excess amount to the other party; PROVIDED, to the extent the Tenants are due a refund for overpayment of the Reimbursement Expenses attributable to any such excess amount, Buyer may retain such excess amount for the purpose of reimbursing amounts due to Tenants in reconciling the such party's payment of the Reimbursement Expenses. After making the adjustments provided by the previous two sentences, Buyer will promptly remit Seller's pro rata share of any additional amounts actually collected from the Tenants as the result of reconciliation billing to the Tenants for the Reimbursement Expenses due landlord. In the event any amounts are owing to the Tenants, Buyer will notify Seller of its pro rata share of such amounts, with appropriate back-up, and Seller will promptly within thirty (30) days after receipt remit its share of such amounts to Buyer who will then reimburse the Tenants for any amounts owed by landlord. In reconciling the Tenants' payments and determining the pro rate share due to or from Seller, the total amount owing to the Tenants or the total amount collected from the Tenants, shall be multiplied by a fraction the numerator of which shall be the actual expenses incurred by Seller for the Reimbursement Expenses for the applicable billing/reconciliation period and the denominator of which will be the total of the Reimbursement Expenses incurred by both Buyer and Seller combined for the applicable tenant billing/reconciliation period for such expenses. (d) Seller shall calculate the prorations contemplated by this SECTION 8.5 for Closing for Buyer's review and approval. Buyer and its representatives and auditors shall be afforded the opportunity to review all underlying financial records and work papers pertaining to the preparation of Seller's proration statements, and Seller will provide Buyer such backup information as is reasonably requested to verify Seller's proposed prorations. (e) any At the Closing, Buyer shall pay the deed and/or other accrued recordation fees and the cost of obtaining a Phase One or prepaid operating expenses other environmental audit/engineering reports. Seller shall pay the documentary stamp tax on the transfer, deed stamp or other similar taxes or fees, the premium for the Property andissuance by the Title Company of the Title Policy (except that the cost of any endorsements requested by Buyer's lender, shall be at Buyer's sole cost and expense) and all title search, underwriting, and other related fees and expenses charged by the Title Company and the cost of obtaining the Survey. (f) Notwithstanding anything to the contrary herein, to the extent customarily prorated between a purchaser and a seller set forth in SECTION 8.6, Seller reserves the Commonwealth of Massachusetts, right to protest any other items pertaining Real Estate Taxes relating to the Propertyperiod prior to the Closing Date and to receive and retain any refunds on account of such Real Estate Taxes. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (ag) At Closing, The obligations of Seller and Buyer under this SECTION 8.5 shall deliver to Purchaser any security deposits and prepaid rents survive for one (for periods on or after the end of the Transition Period1) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on year from the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. 5.4.1 The following shall be apportioned with respect to the Property prorated between Seller and Purchaser as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes 12:01 a.m. on the Personal Property) and assessments levied against the Property; Closing Date (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for actual number of days elapsed over the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions:applicable period regardless when payable): (a) At ClosingAll real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller shall deliver to Purchaser be charged with or be responsible for any security deposits and prepaid rents (for periods increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the end Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Transition Period) Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or credit forfeited prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), or Seller shall (i) deliver to Purchaser may elect at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid rentsitems, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (a) Intentionally deleted. (b) Any If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes paid at or prior to the Closing shall be prorated based upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the date hereof. Seller shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts actually paidowed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If taxes at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and assessments for the current year have not been paid before Closingprorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates responsible for paying all fees, costs or commissions owing to the period before Broker (as defined in Section 11.1.2) with regard to the end transactions contemplated by this Agreement. 5.4.5 The provisions of this Section 5.4 shall survive the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedClosing.

Prorations. 3.2.1. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments which are required to be paid during the calendar year in which the Closing occurs (on a cash basis so that such proration pursuant to this Section 10.4(a) shall be apportioned with respect to the Property taxes payable in the year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (c) below), and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior best evidence then available; thereafter, when actual figures are received, or if errors in prorations are discovered, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expenses). Final readings and a seller final b▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Commonwealth of Massachusetts, any other items pertaining Closing with respect to utility bills (except to the Property. 3.2.2extent covered by the proration of Operating Expenses). Notwithstanding anything contained Seller will be entitled to all deposits presently in effect with the foregoing provisions: 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 fifteen (a15) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or days after the end first anniversary of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Closing Time) of all Rentals previously paid before to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing an amount equal for distribution pursuant to that portion this Section. “Rentals” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of such taxes building operation and assessments which relates maintenance costs and expenses as provided for under the applicable Tenant Lease, to the period before extent the end same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller or its successor by Tenants under the Tenant Leases or from other occupants or users of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.the

Prorations. 3.2.1. The following (a) All real property ad valorem taxes, personal property taxes, special taxes and assessments shall be apportioned prorated (employing a 365-day year) between Purchaser and Seller as of the Closing Date (as defined below) based upon the current property assessment. If such assessment is not available for the year in question, such taxes and assessments shall be prorated at Closing based on the previous year’s tax bill and promptly reprorated when the amount thereof can be ascertained. (b) All expenses, including without limitation, utility fees and deposits and all maintenance charges and payments under existing recorded reciprocal easements/servitudes agreements and/or similar agreements, with respect to the Property shall be allocated between Seller and Purchaser as of the end Closing Date. Seller shall be responsible for all such expenses for the period of time up to but not including the Closing Date, except for any such expenses incurred by or at the direction of Purchaser in connection with Purchaser’s inspection of the Transition Period Property, all of which expenses incurred by or at the direction of Purchaser shall be paid by Purchaser. Purchaser shall be responsible for all such expenses for the period of time from, after, and including the Closing Date. If accurate allocations cannot be made at Closing because current bills are not then available (for example, as defined in Section 6.1.1the case of utility bills), as if Purchaser were vested with title the parties shall allocate such expenses at Closing on the best available information, subject to the Property as prompt adjustment upon receipt of the end final bill or other evidence of the Transition Periodapplicable income or expense. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under All prorations and allocations made pursuant to this Section 4 shall be determined by allocating the Contracts;tax, assessment or other expense on a per acre basis. (d) gasIf any errors or omissions are made regarding adjustments and prorations pursuant to this Section 4, electricity and other utility charges for which Seller is liablethe parties shall make the appropriate corrections promptly upon the discovery thereof. If any estimates are made at the Closing regarding adjustments or prorations, if any, such charges the parties shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; andparty entitled thereto. (e) any other accrued or prepaid operating expenses for All obligations to adjust prorations set forth in this Section 4 shall survive the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end Closing of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the transaction for a period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsnine (9) months. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1)Rentals, as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsrevenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, equity costs, and other expenses affecting the Property shall be prorated between Transferee and Transferor as of the Closing Date based on a 365 day year. For purposes of calculating prorations, Transferee shall be deemed to be title holder of the Property, and when collected (therefore entitled to the term “rents” as used in this Agreement includes all payments due income and payable by Tenants under responsible for the Leases); (b) taxes (including personal property taxes expenses, after 12:01 a.m. on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis Date. Delinquent rentals as of the most recent meter reading occurring prior Closing Date shall not be prorated, but when paid to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period Transferee shall be delivered by Seller Transferee to Purchaser on Transferor, less the costs and expenses incurred by Transferee in collecting the same (provided that all current rent has then been paid with respect to such Leases). After the Closing, Transferor shall have no right to proceed in any manner or make any claim against any Tenants for rents that were delinquent as of the Closing Date, except to the extent that any such person no longer occupies any portion of the Property. All non-delinquent real estate taxes or Purchaser may elect to receive a credit against assessments on the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing Property shall be prorated based upon on the amounts actually paid. If actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Transferor by the Closing Date or if supplemental taxes and assessments are assessed after the Closing for the current year have not been paid before period prior to the Closing, Seller the parties shall be charged at make any necessary adjustment after the Closing an amount equal by cash payment to the party entitled thereto so that portion of such taxes and assessments which relates Transferor shall have borne all real property taxes, including all supplemental taxes, allocable to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquentthe Closing and Transferee shall bear all real property taxes, including all supplemental taxes, allocable to the period from and after the Closing. Any such apportionment made with respect If any expenses attributable to a tax year for which the tax rate Property and allocable to the period prior to the Closing are discovered or assessed valuationbilled after the Closing, or both, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Transferor shall have not yet been fixed borne all expenses allocable to the period prior to the Closing and Transferee shall be based upon bear all expenses allocable to the most recent ascertainable, period from and after the Closing. The provisions of this Section 5.5 shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedsurvive the Closing.

Prorations. 3.2.1(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 (except for tenant CAM Charges (as such term is defined below), which will be prorated at Closing based on estimates of the same, all in accordance with the provisions of Section 8.5(b) below); 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, but specifically excluding the cost of insurance, (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year. The following preliminary estimated Closing prorations contemplated by this Section 8.5(a) shall be apportioned prepared by Seller and submitted to Buyer for review and approval on or before September 26, 2006. Buyer and its representatives shall be afforded reasonable access to Seller’s books and records with respect to back-up evidence and Seller’s work papers pertaining to such preliminary prorations to confirm the accuracy thereof. Such prorations, once agreed upon by Buyer and Seller, shall be delivered to the Title Company for purposes of making the preliminary proration adjustments at Closing, subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. Additionally, Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. Buyer shall be entitled the credits due Buyer from Seller, if any, as expressly set forth in Section 7.2. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent due after the Closing until the tenant is current on rents and sums due under the applicable Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. (b) On or before the Closing, Seller will prepare an estimate, as of the Closing, of the amounts of all taxes, insurance charges and other expenses owed by tenants under the Leases (collectively “CAM Charges”), as specified in the Leases (collectively, “Operating Expense Recoveries”) for the portion of calendar year 2006 during which Seller owned the Property (the “2006 Partial Year”). If the amounts collected by Seller from tenants for Operating Expense Recoveries for the 2006 Partial Year are less than the amounts that would have been owed by tenants under the tenant Leases for such items based on Seller’s estimate, Buyer will pay such difference to Seller at Closing. If the amounts collected by Seller from tenants for Operating Expense Recoveries for the 2006 Partial Year are greater than the amounts that would have been owed by tenants under the tenant Leases for such items based on Seller’s estimate, Seller will pay to Buyer at Closing such difference. A final reconciliation of the CAM Charges and Operating Expense Recoveries for the 2006 Partial Year shall be prepared by Seller, and delivered to Buyer, on or before December 31, 2006, in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(b). Thereafter, Buyer shall have ten (10) business days to reasonably approve of or object to, in writing, such reconciliation. In the event that Buyer does not object in writing to Seller within such time period, the reconciliation shall be deemed final and approved by Buyer. When the reconciliation is reasonably approved by Buyer or is deemed approved by Buyer pursuant to this Section, the party owing the other party a sum of money based on such reconciliation shall pay said sum of money to the other party. With respect to any audit of any CAM Charges applicable to any period of time from and after the Closing billed to Health Net, Buyer agrees to indemnify, hold harmless and defend Seller from and against any and all amounts owing as a result of said Health Net Cam Charges audit. With respect to any audit of any CAM Charges applicable to calendar-year 2005 which were billed to Health Net (a “2005 Health Net CAM Audit”), Seller agrees to indemnify, hold harmless and defend Buyer from and against any and all amounts owed to Health Net as a result of said 2005 Health Net CAM Audit (collectively, “Audit Claims”), provided, however, that the indemnity described in this sentence shall survive only for the period of time that Health Net has the right to conduct a 2005 Health Net CAM Audit pursuant to the express provisions of the Health Net Lease of the Property, provided, however, that if a 2005 Health Net CAM Audit has been commenced within such allotted time period, such indemnity shall survive until such 2005 Health Net CAM Audit has been resolved (the “Audit Survival Period”). Any such Audit Claim which Buyer may have at any time against Seller, whether known or unknown, which is not specifically asserted by written notice to Seller within such time period shall not be valid or effective, and neither Seller nor any Seller Related Parties shall have any liability with respect thereto. In connection with any 2005 Health Net CAM Audit, Seller and Buyer shall each have the right to participate in any such audit, and each such party shall cooperate with the other in connection therewith. The amount of any cash security deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other similar deposits with respect to the Property and to the extent practical, shall pay to the applicable utility providers all utility charges payable with respect to the Property for the period prior to Closing. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, which have not been collected as of the end Closing Date, then the same shall be calculated as soon as reasonably practicable (except that the CAM Charges and Operating Expense Recoveries shall be calculated within the timeframes described above) but in any event within sixty (60) days after the Closing Date or the date that such amounts have been collected by either party, and either party owing the other party a sum of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title money based on such subsequent proration(s) or credits shall pay said sum to the Property other party within thirty (30) days thereafter. Notwithstanding the foregoing, in the event that either party collects rent or other charges from tenants that were not collected at Closing, such party owing the other party a sum of money with respect to such rent or other charges from tenants, shall use commercially reasonable efforts to pay said sum to the other party within five (5) business days after receipt of such sum. Any amounts not paid within ten (10) days after receipt of such sum shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the end of parties shall provide a detailed and accurate written statement signed by such party certifying as to the Transition Periodpayments 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. (ac) rentsIf the Closing occurs, Seller shall pay (i) the title insurance premium for the CLTA portion of the Title Policy, (ii) any costs incurred in recording the Deed or any other instruments with respect to the transfer contemplated herein, and (iii) all costs to satisfy, release and discharge any Seller’s Liens. If the Closing occurs, Buyer shall pay (i) the costs of extended coverage and any endorsements to the Owner’s Policy, (ii) the costs, if any, to obtain the updated Survey or a new survey, (iii) all state, county and city transfer taxes, if any, payable in connection with the consummation of the sale of the Property to Buyer as contemplated herein, and when collected (iv) all fees, costs, or expenses in connection with Buyer’s due diligence reviews hereunder. Any other closing costs shall be allocated in accordance with local custom as determined by the term “rents” as used in this Agreement includes all payments due Title Company. Any escrow fees shall be split equally between Seller and payable by Tenants under Buyer. The parties will execute and deliver any required transfer or other similar tax declarations to the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts;appropriate governmental entity at Closing. (d) gasAny percentage rent for the rental periods including Closing shall be prorated upon receipt, electricity and other utility charges based upon the tenant’s sales for which Seller is liable, if any, such charges to be apportioned at Closing on the basis portion of the most recent meter reading occurring prior lease year allocable to Closing; andSeller’s and Buyer’s respective ownership of the Property. (e) any other accrued or prepaid operating expenses for The provisions of this Section 8.5 shall survive the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the PropertyClosing. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. The following shall Prorations will be apportioned made with respect to each Property (including each Master LLC Property) and the Property Assumed Liabilities as of the end of the Transition Period (as defined provided in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition PeriodSections 2.4(a)-(i) without duplication in each case. (a) rents(i) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the applicable Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (A) Real Estate Taxes as provided in Section 2.4(i), except those paid directly by Tenants to the applicable taxing authority, provided, however, in the event such Tenants fail to make the applicable payments, Seller shall be responsible for the unpaid Real Estate Taxes which relate to the period on and before the Proration Time and Purchaser (or its Affiliate) shall be responsible for the unpaid Real Estate Taxes which relate to the period after the Proration Time; (B) Water charges, costs and bills paid or payable with respect to the Properties, except those paid directly by Tenants to the applicable utility provider, provided, however, in the event such Tenants fail to make the applicable payments, Seller shall be responsible for the unpaid water charges, costs and bills which relate to the period on and before the Proration Time and Purchaser (or its Affiliate) shall be responsible for the unpaid water charges, costs and bills which relate to the period after the Proration Time; (C) Sewer charges, costs and bills paid or payable with respect to the Properties, except those paid directly by Tenants to the applicable utility provider, provided, however, in the event such Tenants fail to make the applicable payments, Seller shall be responsible for the unpaid sewer charges, costs and bills which relate to the period on and before the Proration Time and Purchaser (or its Affiliate) shall be responsible for the unpaid sewer charges, costs and bills which relate to the period after the Proration Time; (D) Accrued interest payable under Assumed Indebtedness as provided in Section 2.4(h) but not late fees and other costs, charges, and past due interest owing to the lender before the Proration Time, which will be Seller's sole expense; (E) Amounts, if any, as and when collected (payable or cash received by the term “rents” as used in this Agreement includes all payments due and payable by Tenants owner of the Property under the Leases)REA Agreements, including prepaid amounts and unpaid amounts; (bF) taxes (including personal property taxes on the Personal Property) Annual permit, license and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liableinspection fees, if any, such charges to be apportioned at Closing on the basis of the fiscal year for which levied; (G) Charges for fuel oil and liquid propane gas, if any, at the cost per gallon or cubic foot most recent meter reading occurring prior recently charged to the owner of the Property, based on the supplier's measurements thereof, plus sales taxes thereon to the extent applicable; (H) Rentals as provided in Section 2.4(b) (other than payments for Operating Expenses which shall be apportioned as provided in Section 2.4(c)), including prepaid Rentals; (I) Amounts payable by or to Seller or the owner of the Property under a management, development and/or other Contract which is part of the Assumed Liabilities relating to the Property (other than a Contract providing for the payment of leasing commissions or brokerage fees, which shall be Seller's sole responsibility); (J) Cash reserves and escrow deposits for real property taxes and assessments, insurance premiums and other items, other than the reserves listed on SCHEDULE 2.4(a)(i)(j) for which Seller shall not receive a credit towards the Purchase Price (provided, however, in the event that Seller corrects the condition for which the applicable reserve listed on SCHEDULE 2.4(a)(i)(j) was created, then such reserves may be released to Seller when (and if) the applicable lender is willing to release such reserves as a result of (i) Seller's correction of the condition or (ii) upon repayment or extension of the loan), made with, or held by, the lender under any of the Assumed Indebtedness, net, if appropriate, of any allocation to the same party of the underlying expense for which the reserve is held, together with so much of any interest earned on the reserve or escrow deposit as is properly attributable to the allocated amount thereof, provided however, adjustments for casualty or condemnation proceeds held by the lender under any of the Assumed Indebtedness will be made in accordance with Article VIII; (K) Rentals and other amounts payable to third parties by the owner of the Property under the Ground Leases and/or the Subleases, including contingent and/or participating rents; (L) Rentals and other amounts payable to third parties under Subleases; (M) Prepaid expenses as provided in Section 2.4(f); (N) Ground Lease deposits as provided in Section 2.4(g); (O) Tenant Security Deposits as provided in Section 2.7; (P) Personal property taxes and assessments that have been levied or assessed with respect to any Acquired Asset, whether or not due and payable, and whether paid or unpaid; (Q) Amounts determinable that are payable under the Assumed Liabilities; (R) Utility Deposits identified on SCHEDULE 2.4(a)(i)(R) for which Seller shall receive a credit at Closing; and (eS) any other accrued or prepaid operating expenses for the Property andExcept as set forth below, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any all other items pertaining to customarily apportioned in connection with the Propertytransfer of similar properties similarly located. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1The Escrow Agent shall deliver a draft closing statement showing all prorations and expenses of the transaction to Seller and Purchaser at least three (3) days prior to the Close of Escrow. The following Taxes and assessments affecting the Property and any expenses of the Property shall be apportioned with respect to the Property prorated between Purchaser and Seller as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to Closing Date. All non-delinquent real estate taxes and assessments on the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon on the amounts actually paid. If actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Seller by the Closing Date or if supplemental taxes and assessments are assessed after the Closing for the current year have not been paid before 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 be charged at Closing an amount equal to that portion of such taxes and assessments which relates have borne all real property taxes, including all supplemental taxes, allocable to the period before prior to the end of the Transition Period Closing and Purchaser shall pay bear all real property taxes, including all supplemental taxes, allocable to the taxes period from and after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Purchaser shall bear all expenses allocable to the period from and after the Closing (provided, however, that Purchaser shall be responsible for all pre-closing expenses related to the Approvals). The provisions of this Article 6 shall survive the Closing, for a period of one (1) year. All improvement and special liens and assessments shall be prorated, with Seller paying all amounts due for the period prior to their becoming delinquent. Any such apportionment made with respect to a tax year Closing and Purchaser paying all amounts due for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, period from and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedafter Closing.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsi.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and when collected (the term “rents” all other items of expense and income shall be adjusted ratably as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes of 12:01 a.m. on the Personal Property) and assessments levied against Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits to the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liableextent actually transferred hereunder, if any, such charges 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 apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring prior to Closing; and (e) ascertainable data. If any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth ongoing real estate tax contest has not been finalized as of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against and Seller agree that the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or tax bill existing prior to Closing the conte▇▇, shall be prorated based upon the amounts actually paid. If taxes and assessments most recent data for the current tax year have not been paid before Closing, Seller being contested and (i) Purchaser agrees to re-prorate such amount as it related to the real estate tax proration to the extent such tax contest is successful. All other prorations will be final except as to delinquent rent referred to in Paragraph 15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited and Seller will be charged at Closing with an amount equal to that portion all Tenant security deposits and interest thereon being held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credit due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. Seller and Purchaser agree to cooperate in the calculation and reporting of such taxes and assessments which relates all closing prorations at least two (2) business days prior to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed Closing Date. 15.2 All basic rent collected by Seller shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.as of 12.01 a.m.

Prorations. 3.2.1. 5.4.1 The following shall be apportioned with respect to the Property prorated between Seller and Purchaser as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes 11:59 p.m. on the Personal Property) and assessments levied against day preceding the Property; Closing Date (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for actual number of days elapsed over the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions:applicable period): (a) At ClosingAll real estate taxes, water charges, sewer rents, vault charges and assessments on the Property (including, without limitation, all taxes, fees and assessments of any community improvement district, authority or similar organization or entity imposing taxes, fees or assessments against or in connection with the Property, or any portion thereof, or applicable to or assessed against any of the Personal Property used in connection therewith) on the basis of the fiscal year for which assessed. In no event shall Seller shall deliver to Purchaser be charged with or be responsible for any security deposits and prepaid rents (for periods increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the end Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Transition Period) Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or credit forfeited prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller Closing Date) to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before At Closing, Seller shall cooperate and execute all reasonable documentation and transfer requests, in order to request a transfer or reissuance to Purchaser of any letters of credit issued as security deposits under the Leases. Rents which are delinquent as of the Closing Date shall not be charged at prorated on the Closing an amount equal Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to the rents that portion shall then be due and payable to Purchaser, and fourth to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. To the extent Seller receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to the rents that shall then be due and payable to Purchaser, and fourth to any delinquent rents owed to Seller, with Purchaser’s share thereof being held by Seller in trust for Purchaser and promptly delivered to Purchaser by Seller. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), other than the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such taxes right, and assessments which relates such right shall survive the Closing. Purchaser shall use commercially reasonable efforts to the period before the end assist Seller with any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Transition Period and Purchaser Property as of the Closing Date, Seller shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made retain all rights relating thereto, except with respect to a tax year for which the tax rate or assessed valuationspecific obligations of Arnall Golden & G▇▇▇▇▇▇, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedLLP (“AGG”) described in Section 5.6 below. (c) All operating expenses.

Prorations. 3.2.1Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers 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 following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Sellers and delivered to the Property Title Company for purposes of making the -33- preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expense Recoveries), and a seller Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the Commonwealth of Massachusetts, event any other items pertaining subject to proration hereunder are discovered prior to the Property. 3.2.2Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to use the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Datefollowing, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If estimated 2016 real estate taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end purposes of the Transition Period proration of same at Closing: (x) $470,000.00 for the Shoppes at Parkland Real Property and Purchaser shall pay the taxes Shoppes at Parkland Improvements and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year (y) $180,000.00 for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon University Palms Real Property and the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedUniversity Palms Improvements.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed) and amounts payable under Service Contracts assumed by Purchaser on an accrual basis. Seller shall pay all amounts due thereunder which accrue prior to the Closing and Purchaser shall pay all mounts accruing on the Closing Date and thereafter. All capital and other improvements (including labor and materials) which are performed or contracted for or by Seller at or prior to the Closing will be paid by the Seller at or prior to Closing, without contribution or proration from Purchaser. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Seller and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expense Recoveries), and a seller Seller’s insurance policies will not be assigned to Purchaser except as otherwise provided in Section 9 above. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within sixty (60) days after Closing, provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the tax bills for the Real Property for the year in which Closing occurs. The provisions of this Section 10.4 will survive the Closing until the date which is six (6) months following the Closing Date (the “Reconciliation Period”), and in the Commonwealth of Massachusettsevent any items subject to proration hereunder are discovered within such period, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period same shall be delivered promptly prorated by the parties in accordance with the terms of this Section 10.4. Seller and Purchaser, pursuant to RCW 60.80.020(1), hereby waive the services of Title Company in administering the disbursement of closing funds necessary to satisfy any unpaid utility charges. Purchaser on shall transfer all utilities at the Property to its name as of the Closing Date, or Purchaser may elect and where necessary, post deposits with the utility companies. Seller shall use commercially reasonable efforts to receive a credit against cause all utility meters to be read as of the Purchase Price Closing Date. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date. All charges for utilities shall be prorated outside of the escrow contemplated herein within sixty (60) days after the Closing Date. All prorations shall be made in accordance with customary practice in the jurisdiction in which the Real Property is located, except as expressly provided herein. Following the Closing, Seller and Purchaser shall reasonably cooperate with each other in order to calculate and determine the correct amount of such prepaid rentsall prorations required to be made pursuant to this Section 10. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Closing Time) of all Rentals previously paid before to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing an amount equal and properly attributable to that portion any period following the Closing Time. “Rentals” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such taxes Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and assessments other sums and charges payable to Seller or its successor by Tenants under the Tenant Leases or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which relates are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any Delinquent Rentals payable to Seller and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. All sums collected by Purchaser within one (1) year after Closing from each Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquentthe Closing Time governed by Section 10.4(c) below and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, which shall be payable to and belong to Seller in all events) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by such Tenant to Seller. In no event shall Seller initiate litigation or other legal action after the Closing Date to pursue collection of Delinquent Rentals. Any such apportionment made with respect sums collected by Purchaser and due Seller will be promptly remitted to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableSeller, and shall any sums collected by Seller and due Purchaser will be re-prorated post-Closing once final taxes and assessments for such period have been determinedpromptly remitted to Purchaser.

Prorations. 3.2.112.1. The following shall Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be apportioned with respect assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the Property as amount of the end of the Transition Period 5%; real and personal property taxes prorated on a "net" basis (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsi.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes of 11:59 p.m. on the Personal Property) Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity and other utility charges for cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2ascertainable data. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in If the amount of such prepaid rentscurrent real estate or personal property taxes is not then ascertainable, the adjustment thereof shall be on the basis of 105% of the most recent ascertainable tax bill(s). All prorations will be ▇▇▇al except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All rents collected by Purchaser shall first be applied to current rent due from the applicable tenant and then to any rent in arrears for said tenant at Closing (b) Any taxes paid "Delinquent Rent"). Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Delinquent Rents hereunder to Seller. Seller retains the right to conduct an audit, at or prior reasonable times and upon reasonable notice, of Purchaser's books and records to Closing shall be prorated based verify the accuracy of the Delinquent Rents reconciliation statement and upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingverification of additional funds owing to Seller, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay to Seller said additional Delinquent Rents and the taxes cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon delivery and recording of the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determineddeed.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Seller and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expense Recoveries), and a seller Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the Commonwealth of Massachusetts, event any other items pertaining subject to proration hereunder are discovered prior to the Property. 3.2.2Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything contained to the contrary provided in the foregoing provisions: (a) At Closingthis Agreement including, but not limited to, this Section 10.4(a), Seller shall deliver and Purchaser hereby agree to Purchaser any security deposits use the following, estimated 2016 real estate taxes and prepaid rents (assessments for periods on or after the end purposes of the Transition Periodproration of same at Closing: (x) under $1,452,200.00 for the Leases or credit to Champions Village Real Property and the account of Purchaser Champions Village Improvements and (y) $178,200.00 for the unapplied amount of such security deposits Oak Park Real Property and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsOak Park Improvements. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Closing Time) of all Rentals previously paid before to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of three (3) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to incur legal fees or other out-of-pocket expenses, conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Purchaser shall be charged at have the exclusive right to collect Delinquent Rentals from current Tenants of the Property and Seller hereby relinquishes its rights to pursue claims against any Tenant or guarantor under any Tenant Leases for same. Nothing herein shall prohibit Seller from pursuing Delinquent Rentals from former tenants of the Property. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing an amount equal (the “Delinquent Rental Proration Period”), Purchaser shall pay to that portion of such taxes and assessments which relates Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquentthe Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including 34 Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall not be entitled to institute legal actions to pursue Delinquent Rental after Closing. Any such apportionment made with respect sums collected by Purchaser and due Seller will be promptly remitted to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableSeller, and shall any sums collected by Seller and due Purchaser will be re-prorated post-Closing once final taxes and assessments for such period have been determinedpromptly remitted to Purchaser.

Prorations. 3.2.1. The following All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of the Property shall be apportioned with respect to equitably between the Property parties as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property andactual number of days in a particular month, and with respect to the extent customarily prorated between items enumerated below where a purchaser and a seller particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the Commonwealth of Massachusetts, any other following items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisionsshall be so apportioned: (ai) At ClosingMonthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, Seller as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall deliver not be prorated until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser any security deposits and prepaid rents (for periods receives amounts on account of Tenant Leases on or after the end Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Transition PeriodProperty as of the Closing Date, Seller shall retain all rights relating thereto. (ii) under Real estate and personal property taxes and any special assessments, taking into consideration discounts for the Leases or credit earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the account extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the unapplied amount obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing Property or from any improvements made or lease entered into on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (biii) Any taxes paid at or prior Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to Closing tenants, and any other deposits and prepaid rent, shall be prorated based upon credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the amounts actually paid. If taxes and assessments for the current year have not been paid before ClosingProperty, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay transfer all such utility services to its name and account immediately upon Closing; (vi) Service Contracts on the taxes basis of the charge or premium for the period involved; (vii) Tenant improvements costs and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year leasing commis sions for which leases signed after the tax rate or assessed valuationJune 2, or both, have not yet been fixed 1997 shall be based upon paid by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the most recent ascertainablemanagement and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedno proration of insurance premiums.

Prorations. 3.2.1. The following All rents and other income from the Property, including any initial lump sum or disproportionate payments which shall be apportioned allocable over the term of any agreement to which such payments relate, and real estate and personal property ad valorem taxes, and other operating expenses from the Property shall be prorated on the basis of a 365 day year through the day preceding the day of Closing. If Closing is extended by mutual agreement, all adjustments shall be made as of the day prior to the extended date. Without limitation upon the foregoing, the following items shall be adjusted or prorated between Contributor and OP as set forth below: (a) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; OP shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but OP shall not be required to litigate or declare a default in any Tenant Lease). To the extent OP receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to OP in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Contributor's share thereof being promptly delivered to Contributor. OP may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Contributor is entitled to receive its share of charges or amounts without first obtaining Contributor's written consent. Contributor hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Contributor. OP shall reasonably cooperate with Contributor in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the end of the Transition Period (as defined in Section 6.1.1)Closing Date, as if Purchaser were vested with title to the Property as of the end of the Transition PeriodContributor shall retain all rights relating thereto. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including Real estate and personal property taxes on and any special assessments, taking into consideration discounts for the Personal Property) earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Contributor and OP if current tax rates differ from the latest previous tax rates as soon as the same are known. Contributor agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property;, or any portion thereof, the Contributor or the OP at any time subsequent to Closing but with reference to any period prior thereto during Contributor's ownership thereof, Contributor shall promptly pay to OP an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Contributor's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Contributor) shall be promptly paid over to Contributor. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with OP assuming the obligation to pay any installment due after the Closing Date). In no event shall Contributor be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or lease entered into on or after the Closing Date. (c) payments under Interest with respect to all indebtedness or liabilities which will be a credit to the ContractsConsideration to be paid by OP for the contribution of the Property by Contributor; (d) gasTransferable annual permits, electricity and other utility charges for which Seller is liablelicenses, and/or inspection fees, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; andduration of the same; (e) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other accrued deposits and prepaid rent, shall be credited (or prepaid assigned) to OP; (f) Utility charges levied against Contributor or the Property, and OP shall transfer all such utility services to its name and account immediately upon Closing; (g) Service Contracts on the basis of the charge or premium for the period involved; (h) Tenant improvements costs and leasing commissions for leases signed after the Effective Date shall be paid by OP if approved by OP in accordance with Section 4.3. (i) All other operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller incurred in the Commonwealth management and operation of Massachusetts, any other items pertaining to the Property. 3.2.2. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums. Notwithstanding anything to the contrary contained in this Agreement, the foregoing provisions: (a) At provisions of this Section 6.2 shall survive Closing, Seller shall deliver . Any prorations of any kind described in this Agreement payable by Contributor to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period OP shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive treated as a credit against the Purchase Price reduction in the amount of such prepaid rents. (b) Any taxes paid at or prior the Distribution Loan Proceeds that are distributed to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquentContributor under Section 1.2(d). Any such apportionment made with respect prorations payable by OP to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed Contributor shall be based upon funded by an increase in the most recent ascertainable, amount of the Distribution Loan and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedthe proceeds thereof that are distributed to Contributor under Section 1.2(d) of this Agreement.

Prorations. 3.2.1. The following (a) Real estate and personal property taxes, costs and revenues (including rents), monthly assessments by the Association, and all other proratable items shall be apportioned with respect to the Property prorated as of the end date of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title Closing. Seller shall pay all applicable sales and/or use tax due on revenues received and purchases made prior to the Property as of Closing date and shall comply with all statutory provisions necessary for Purchaser to avoid transferee liability for same. In the end of event the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property year of Closing are unknown, the tax proration will be based upon the taxes for the prior year and, to at the extent customarily prorated between a purchaser request of either party, the taxes for the year of Closing shall be reprorated and a seller in adjusted when the Commonwealth of Massachusetts, any other items pertaining to tax ▇▇▇▇ for such year is received and the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied actual amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentstaxes is known. (b) Purchaser will receive a credit at Closing for the prorated amount of all base or fixed rent payable pursuant to the Leases and all additional rents (collectively, “Rent”) previously paid to, or collected by, Seller and attributable to any period following the Closing Date. Rents are “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the Closing Date. Delinquent Rent shall not be prorated at Closing. All Rent collected by Purchaser or Seller from each tenant under the Leases from and after Closing will be applied as follows: (i) first, to Delinquent Rent owed for the month in which the Closing Date occurs, (ii) second, to any accrued Rents owing to Purchaser after Closing, and (iii) third, to Delinquent Rents owing to Seller for the period prior to Closing. Any taxes Rent collected by Purchaser and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Purchaser shall be promptly remitted to Purchaser. Purchaser is not required to make efforts to collect Delinquent Rents owed to Seller and Purchaser shall not be required to bring suit to collect same. Notwithstanding anything to the contrary contained herein, Seller shall not be prohibited or restricted from pursuing any tenant under the Leases for any Delinquent Rents due Seller for any period attributable to Seller’s ownership of the Property; provided that Seller shall wait for a period of not less than thirty (30) days following Closing before the initiation of a legal action for collection of Delinquent Rents against a prior tenant of Seller; and Seller’s right to proceed against a former tenant shall be limited to an action for Delinquent Rents and shall not seek to evict any tenant of the Property or to recover possession of an tenant’s space. (c) With respect to electricity, telephone, television, water and sewer services that are metered at the Property and other utilities (collectively, “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Closing Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted and reprorated to reflect the actual per diem rate for the billing period prior to Closing and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (d) Association charges attributable to the Units shall be current as of the Closing Date. However, any special assessments, capital or other contributions imposed by the Association, including without limitation the January 16, 2014 special assessment for repair work to the Condominium building and past capital expenses of the Association with respect to common areas, the baywall, and seawall, and any other special assessment imposed by the Association prior to the Closing Date, shall be paid by Seller in full at or prior to Closing (irrespective of whether Seller previously elected to pay such assessments in installments). (e) All security deposits, prepaid rentals, cleaning fees and other fees and deposits, plus any interest accrued thereon, paid by the tenants under the Leases shall be prorated based upon the amounts actually paidtransferred or credited to Purchaser at Closing. If taxes and assessments for the current year have not been paid before Closing, Seller The parties shall be charged at Closing an amount equal exchange figures to that portion of such taxes and assessments which relates calculate prorations no later than three (3) days prior to the period before Closing Date. The provisions of this Section 14 shall survive the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedClosing.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The following estimated Closing prorations shall be apportioned with respect set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser two (2) days prior to the Property Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Date, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior to Closingbest evidence then available; and (e) any other accrued or prepaid operating expenses for thereafter, when actual figures are received, re-prorations will be made on the Property andbasis of the actual figures, to the extent customarily prorated between a purchaser and a seller final cash settlement will be made between Seller and Purchaser. No prorations will be made in the Commonwealth relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser may elect will be obligated to receive a credit against make its own arrangements for any deposits with the Purchase Price utility providers, but Seller will, if necessary, maintain such deposits until such time as Purchaser can post its own deposits (but in no event longer than thirty (30) days after Closing) so that such utility service will not be discontinued to the amount Property. The provisions of such prepaid rentsthis Section 10.4(a) will survive the Closing for twelve (12) months. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Proration Time) of all Rental previously paid before to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rental, if any, received by Seller after Closing an amount equal and attributable to that portion any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant's share of such taxes building operation and assessments which relates maintenance costs and expenses as provided for under the Lease, to the period extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenant under the Lease or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the end of the Transition Period and Proration Time. Delinquent Rental will not be prorated. Purchaser shall pay the taxes and assessments prior agrees to their becoming delinquent. Any such apportionment made use good faith collection procedures with respect to a tax year the collection of any Delinquent Rental, but Purchaser will have no liability for which the tax rate or assessed valuation, or both, have failure to collect any such amounts and will not yet been fixed shall be based upon the most recent ascertainable, required to pursue legal action to enforce collection of any such amounts owed to Seller by Tenant. All sums collected by Purchaser from and shall after Closing from Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be re-prorated post-Closing once final taxes applied first to current amounts owed by such Tenant to Purchaser and assessments for then to delinquencies owed by such period have been determinedTenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. 3.2.1. The following shall Except as may be apportioned otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the Property as period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested Property with title respect to the Property as of period after 12:01 a.m. on the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes Closing Date (including personal property taxes on all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Personal PropertyClosing Date) for periods from and assessments levied against after the Property; (cClosing Date) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to shall be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth account of Massachusetts, any other items pertaining to the Property. 3.2.2Buyer. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and prepaid rents (for periods assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Highlands Ranch County, Colorado, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the end of the Transition PeriodClosing 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 the Leases or credit Operating Agreements. If real property taxes and assessments to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered assumed by Seller to Purchaser Buyer are unavailable on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion re-adjustment of such taxes and assessments which relates to assumed by Buyer shall be made within thirty (30) days after the period before the end of the Transition Period and Purchaser shall pay the Closing or if longer, as soon as such taxes and assessments prior to their becoming delinquentand charges or expenses assumed by Buyer are available. Any such apportionment made with respect to a tax year for which Should the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainablesale occur after June 30th, and shall the property be re-prorated postassessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-Closing once adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final taxes reconciliation and assessments each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such period have been determinedadditional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 5.3 shall survive the delivery of the Deed.

Prorations. 3.2.1. The following Notwithstanding anything to the contrary contained in this Agreement, all rent, additional rent, real estate taxes, common area maintenance and other charges, insurance obligations and utility charges payable under the Acquired Leases shall be apportioned with respect to the Property prorated as of the end Final Closing Date for each Acquired Lease. Sellers agree to prorate real estate taxes and assessments based on when such taxes and assessments accrue, notwithstanding when such taxes and assessments become a lien on the premises leased by an Acquired Leases. All percentage rent based on sales payable under an Acquired Lease for the fiscal period in which the Final Closing Date for such Acquired Lease occurs shall be the responsibility of the Transition Period (as defined in Section 6.1.1)Sellers, as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsprovided, however, if any, as and when collected (Buyer opens for business from the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller applicable Store in the Commonwealth of Massachusettsfiscal period in which the percentage rent is calculated, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods then percentage rent based on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing sales shall be prorated based upon the amounts actually paid. If taxes and assessments ratio that sales made at such Store for which percentage rents are calculated prior to the applicable Final Closing Date bears to the aggregate sales made for the current year have not been paid before Closingrelevant fiscal period for which percentage rents are computed. The Sellers shall reasonably cooperate with Buyer in providing documents required under the Acquired Leases in order to comply with percentage rent reporting requirements. The Sellers and Buyer agree to adjust between themselves after the applicable Final Closing any errors, Seller reconciliations, or omissions in the prorations or adjustment set forth in the closing statements and any other prorations or adjustment made pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, such apportionments shall be charged at Closing an amount equal deemed final and not subject to that portion further post-closing adjustments if no such adjustments have been requested within ninety (90) days after such time as all necessary information is available to make a complete and accurate determination of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedapportionments.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments normally billed and collected in the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed), and Pre-Closing Taxes (other than those described above) for the current Tax period or that are not yet delinquent. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Seller and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s and the Owners’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to 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 date six (6) months after the Closing Date (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsections (e) any other accrued or prepaid operating expenses for and (g) which are governed by Section 3.2), will survive the Property andClosing until Final Proration Date, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusettsevent any items subject to proration hereunder are discovered prior to Final Proration Date, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period same shall be delivered promptly prorated by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against parties in accordance with the Purchase Price in the amount terms of such prepaid rentsthis Section 10.4. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Closing Time) of all Rentals previously paid before to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of six (6) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will not be required to expend any funds or incur any monetary obligations with respect to such efforts, and shall have no liability for the failure to collect any such amounts and will not be charged at required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller shall have the right to pursue Delinquent Rentals after Closing. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing an amount equal (the “Delinquent Rental Proration Period”), Purchaser shall pay to that portion of such taxes and assessments which relates Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquentthe Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to institute legal actions to pursue Delinquent Rental after Closing, but in no event shall Seller be permitted to institute eviction proceedings against any Tenant or to levy against or seize any personal property of any Tenant located on or in the Real Property or to garnish or attach any rentals due under any Tenant Lease. Any such apportionment made with respect sums collected by Purchaser and due Seller will be promptly remitted to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableSeller, and shall any sums collected by Seller and due Purchaser will be re-prorated post-Closing once final taxes and assessments for such period have been determinedpromptly remitted to Purchaser.

Prorations. 3.2.1. The following Purchase Price for the Property shall be apportioned with respect subject to prorations and credits as follows to be determined as of 12:01 A.M. on the Closing Date, the Closing Date being a day of income and expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a credit at Closing for all rents collected by Seller prior to the Property Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid Rent or any other non-current sums due from tenants unless and until said sums are paid. Any portion of any rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date shall be paid, promptly after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be paid to Purchaser. Seller shall be solely responsible for collecting any rent under the Tenant Leases which is past due as of the end Closing; provided, however, Purchaser shall be responsible for collecting any rent due for the month in which the Closing occurs and shall pay to Seller the portion of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if anysuch rents if, as and when collected which has accrued prior to Closing. Any security deposits held by Seller at Closing shall be credited to Purchaser on the Closing Date. 2. Seller shall be entitled to collect from tenants the monthly adjustment rent or escalation payments payable under the Tenant Leases for the period prior to Closing for taxes and operating expenses for the Project, and Purchaser shall retain all such monthly rent or payments for the period after Closing. As soon as all such taxes and operating expenses for the Project are finally determined for the year in which the Closing occurs, Purchaser shall be responsible for adjusting with the tenants the adjustment rent or escalation payments paid under the Tenant Leases for such year. Seller shall pay to Purchaser Seller's share of any such adjustment payments owed to tenants under the Tenant Leases, and Purchaser shall remit to Seller Seller's share of any such adjustment payments paid by tenants; and Seller shall indemnify and hold Purchaser harmless in connection with all claims for Seller's share of the adjustments owed to tenants, which indemnity shall survive the Closing. Seller's share of any adjustments shall be determined based on the portion of operating expenses and real estate taxes for the year incurred by Seller (after taking into account any prorations pursuant to this Section D). 3. Purchaser shall receive a credit for any accrued but unpaid real estate taxes imposed in respect of the term “rents” Project for the portion of the current year which has elapsed prior to the Closing Date (and to the extent unpaid, for prior years). If the amount of any such taxes have been determined as used in this Agreement includes all payments of Closing, such credit shall be based on the most recent ascertainable taxes and shall be reprorated upon issuance of the final tax bill. Seller shall also give Purchaser a credit for any special assess▇▇▇▇s against the Project which are due and payable by Tenants under prior to Closing. 4. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liablemeters, if any, such charges for utilities to be apportioned at read the day on which the Closing Date occurs and to pay the bills rendered on the basis of such readings. If any such reading for any utility is not available, then adjustment therefor shall be made on the basis of the most recent recently issued bills therefor which are based on meter reading occurring readings no earlier than thirty (30) days prior to Closingthe Closing Date; andand such adjustment shall be reprorated when the next utility bills are received. (e) any other accrued 5. Charges payable under the Service Contracts assigned to Purchaser pursuant to this Agreement. 6. Any vault fees or prepaid operating expenses similar payments for the Property and, Project. At least five (5) days prior to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser copies of all information and records necessary to support the prorations hereunder. In the event any security deposits and prepaid rents (prorations made pursuant hereto shall prove incorrect for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period any reason whatsoever, either party shall be delivered by Seller entitled to Purchaser on an adjustment to correct the Closing Datesame, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing provided no adjustments shall be prorated based upon the amounts actually paid. If taxes and assessments for the current requested more than one (1) year have not been paid before after Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. The following Title Company shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) prorate all rents, if anynon-delinquent real property taxes, as water, sewer, and when collected (the term “rents” as used in this Agreement includes all payments due and utility charges, amounts payable by Tenants under the Leases); Service Contracts, annual permits and/or inspection fees (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing calculated on the basis of the most recent meter reading occurring prior period covered), insurance premiums (as to those policies, if any, that Buyer determines will be continued after the Closing; and (e) any ), and other accrued or prepaid operating expenses for normal to the operation and maintenance of the Property andon the basis of a 365-day year as of 12:01 a.m. on the date the grant deed is recorded. Seller shall endeavor to have all meters for serving utilities, including, but not limited to, water, sewer, gas, and electricity read on the day before the Closing Date for proration purposes. Seller shall transfer to Buyer at the extent customarily prorated between a purchaser Closing all security deposits and a seller in other sums held for tenants and shall supply Buyer with an updated list of all tenants, security deposit amounts and the Commonwealth originals of Massachusetts, any other items pertaining to all tenant leases together with the Property. 3.2.2tenant files. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end transfer possession of the Transition Period) under the Leases Property so that Buyer or credit its assignee may immediately continue with ongoing leasing operations and Seller shall cooperate with Buyer in providing all information that pertains to: delinquent rents, late fees, evictions, damages to the account of Purchaser the unapplied amount of such security deposits retail units, and prepaid rentsall similar matters. All prepaid rents covering the period of time commencing on or after the end Seller and Buyer hereby agree that if any of the Transition Period shall aforesaid prorations cannot be delivered by Seller to Purchaser calculated accurately on the Closing Date, or Purchaser may elect to receive a credit against then the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing same shall be prorated calculated within thirty (30) days after the Closing Date and either party owing the other party a sum of money based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller on such subsequent proration(s) shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates promptly pay said sum to the period before other party, together with interest thereon at the end rate of ten percent (10%) per annum from the Transition Period and Purchaser shall pay Closing Date to the taxes and assessments prior to their becoming delinquent. Any such apportionment date of payment if payment is not made with respect to within ten (10) days after delivery of a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedbill therefore.

Prorations. 3.2.1(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 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; provided, however, that any real estate taxes payable directly by tenants to the governing taxing authorities or reimbursable by tenants after Closing shall not be prorated. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. All rents and other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant or other payor shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant or other payor is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant's premises, such 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 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 ▇▇▇egoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants are collected monthly in arrears and, upon receipt of such payments after Closing, such sums shall be applied toward the period to which they properly pertain, and shall be prorated between Seller and Buyer, with the party receiving same promptly paying to the other party such other party's share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). Buyer shall promptly reimburse Seller for Seller's prorated share of all expenses that are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. The following 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 apportioned 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 as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser such deposits are assignable to Buyer and a seller in 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 Commonwealth time of Massachusetts, any other items pertaining to the Property. 3.2.2Closing. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver transfer to Purchaser any Buyer all non-cash security deposits and prepaid rents deliver to Buyer all necessary consents to such transfers (or as soon as reasonably practicable after Closing, if the procedures for periods on or such transfer reasonably require a delay in transfer until after the end 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 Transition Period) under aforesaid prorations and credits cannot be calculated accurately on the Leases Closing Date or credit to in the account case of Purchaser the unapplied amount rents or other charges that are paid in arrears or are otherwise not yet ascertainable or payable as of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date or Purchaser may elect 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 receive a credit against the Purchase Price other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the amount "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 prepaid rents. party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (bnet of third party costs incurred in obtaining such refund) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any party(ies) who previously paid or were responsible for such apportionment made with respect to a tax year for which the tax rate or assessed valuationtaxes, whether it be Seller, Buyer, or both, have not yet been fixed shall be based upon tenants under the most recent ascertainableLeases, and shall be reprorated appropriately. The preceding sentence shall survive Closing. (B) The cost of the owner's policy of title insurance and all other title charges (including the cost of any extended coverage, endorsements and reinsurance or co-insurance charges) and the cost of the Survey shall be paid one-half by Seller and one-half by Buyer. Seller and Buyer shall each pay one-half of the state deed tax in connection with recording the deed and all recording fees. Any closing escrow fees and other closing charges of the Title Company shall be split equally between Seller and Buyer. Buyer shall be solely responsible for any and all costs and expenses pertaining to its financing of the Property (although Buyer obtaining any financing is not a condition to its obligations hereunder), including, without limitation, loan title policies, lender's escrow and closing fees and all intangibles and mortgage taxes. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. (C) The total annual percentage rent payable under each Lease for the lease year in which the Closing occurs shall be prorated post-between Seller and Buyer based solely on the respective number of days of ownership of the Property by Seller and Buyer during such year, regardless of what portion of sales occur during the different parts of such year. At Closing, the parties shall estimate the total percentage rent payable under each Lease for the applicable lease year based on the percentage rent paid under such Lease for the prior year, and Seller shall receive a credit at Closing once for its prorata share thereof. Once the final taxes amount of percentage rent is determined, the parties shall reprorate, and assessments for such period have been the party owing the other shall promptly remit the amount owed no later than fifteen (15) days after the reproration is determined. (D) The provisions of this Section 8.5 shall survive the Closing.

Prorations. 3.2.16.7.1. The following Real property taxes, assessments, rents, security deposits, and cam expenses shall be apportioned prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and cam expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the end new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the Transition Period (as defined in Section 6.1.1terms of this Agreement specifically become the obligation of Buyer), as if Purchaser were vested with title to brought by third parties and based on events occurring on or before the Property as date of the end of the Transition Period. (a) rents, if any, as closing and when collected (the term “rents” as used which are in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 3.2.26.7.4. Notwithstanding anything contained in the foregoing provisions: (a) At ClosingBuyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, Seller shall deliver to Purchaser claims, demands, suits and judgments, of any security deposits kind or nature, including court costs and prepaid rents (for periods reasonable attorneys' fees, brought by third parties and based on or after the end of the Transition Period) under the Leases or credit events occurring subsequent to the account date of Purchaser the unapplied amount of such security deposits closing and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price which are in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates any way related to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableProperty, and shall be re-prorated post-Closing once final taxes all expenses related thereto, including, but not limited to, court costs and assessments for such period have been determinedattorneys' fees.

Prorations. 3.2.112.1. The following Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes and assessments; accrued but unpaid interest on the outstanding indebtedness owed to the Lender and other similar items shall be apportioned with respect adjusted ratably as of 12:01 a.m. on the Closing Date. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves, and holdbacks held by the Lender under the Loan Documents, including, without limitation, any real estate tax reserves, insurance reserves, debt service reserves, and capital replacement reserves, subject to the provisions of Paragraph 12.2 below. After the Closing, the Seller shall have no right to proceed in any manner or make any claim against Tenants occupying the Property from and after Closing for rents that were delinquent as of the end Closing Date. Except as otherwise specified in Paragraph 12.2 below, thirty (30) days after the Closing Date, Seller and Purchaser shall make a final reconciliation of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Periodall Closing prorations. (a) rents12.2. All basic rent paid to Purchaser, if anyits Affiliates, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods their Representatives on or after the end Closing Date by any Tenant of the Transition Period) Property who is indebted under the Leases or credit a lease for basic rent attributable to any period prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or Closing Date shall, after the end of the Transition Period shall be delivered by Seller payment therefrom to Purchaser on of all current basic rent from such Tenant, be deemed a "Seller Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Seller Receipt, Purchaser shall pay such Seller Receipt to Seller. Purchaser shall use all commercially reasonable efforts to collect any amounts which, upon collection, would constitute Seller Receipts hereunder. Within 120 days after the Closing Date, or Purchaser may elect shall deliver to receive Seller a credit against reconciliation statement of Seller Receipts through the Purchase Price first 90 days after the Closing Date. Upon the delivery of the Seller Receipts reconciliation, Purchaser shall deliver to Seller any Seller Receipts owing to Seller and not previously delivered to Seller in accordance with the amount terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of such prepaid rents. (b) Any taxes paid at or prior Purchaser's books and records to Closing shall be prorated based verify the accuracy of the Seller Receipts reconciliation statement and upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingverification of additional funds owing to Seller, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay to Seller said additional Seller Receipts and the taxes and assessments prior to their becoming delinquentcost of performing Seller's audit. Any such apportionment made with respect to a tax year for which This Paragraph 12.2 shall survive the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedClosing.

Prorations. 3.2.1. The following shall be apportioned with respect adjusted between Seller and Purchaser: i. Proration Items. Seller and ▇▇▇▇▇▇▇▇▇ agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Proration Time”), the following (collectively, the “Proration Items”): (i) real estate and personal property taxes and assessments, (ii) utility bills (except as hereinafter provided), and (iii) collected Rentals (subject to the terms of Section 8.e(iii) below), (iv) operating expenses payable by the owner of the Property, and (v) all payments required to be made by the tenant under the Lease for ad valorem taxes, insurance, common area maintenance and/or other operating expenses of the Property (“Reimbursable Tenant Expenses”) in accordance with Section 8.e(iv) below. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Proration Time. Such preliminary estimated Closing prorations shall be set forth on a closing statement to be prepared by ▇▇▇▇▇▇ and submitted to Purchaser for Purchaser’s approval prior to the Closing Date. The Closing Statement, once agreed upon, shall be signed by ▇▇▇▇▇▇▇▇▇ and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Date, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior to Closingbest evidence then available; and (e) any other accrued or prepaid operating expenses for thereafter, when actual figures are received, re-prorations will be made on the Property andbasis of the actual figures, to the extent customarily prorated between a purchaser and a seller final cash settlement will be made between Seller and Purchaser. No prorations will be made in the Commonwealth of Massachusetts, any other items pertaining relation to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableinsurance premiums, and shall Seller’s insurance policies will not be re-prorated post-Closing once final taxes and assessments for such period have been determinedassigned to Purchaser.

Prorations. 3.2.1Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers 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 following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Sellers and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expense Recoveries), and a seller Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made -38- 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. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the Commonwealth of Massachusetts, event any other items pertaining subject to proration hereunder are discovered prior to the Property. 3.2.2Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to use the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Datefollowing, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If estimated 2016 real estate taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end purposes of the Transition Period proration of same at Closing: (x) $470,000.00 for the Shoppes at Parkland Real Property and Purchaser shall pay the taxes Shoppes at Parkland Improvements and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year (y) $180,000.00 for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon University Palms Real Property and the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedUniversity Palms Improvements.

Prorations. 3.2.112.1. The following shall Rents (exclusive of delinquent rents [i.e. unpaid on the Closing Date], but including prepaid rents); refundable security deposits (which will be apportioned with respect assigned to the Property as of the end of the Transition Period and assumed by Purchaser and credited to Purchaser at Closing); parking fees; service contracts described on Exhibit H; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (as defined in Section 6.1.1)i.e., as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsadjusted for all tenant's liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes of 11:59 p.m. on the Personal Property) date prior to the Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity and other utility charges for cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below, and except as provided below in this section. The parties agree to make such post-closing readjustments as may be required due to errors and omissions in the prorations. At any time prior to Closing; andOctober 31, 1997, Purchaser, at Purchaser's cost, may conduct an audit, at reasonable times and upon reasonable advance notice to Seller, of Seller's books and records to verify the accuracy of the prorations and readjustments to the prorations required under this Paragraph. (e) 12.2. All rent paid following the Closing Date by any other accrued or prepaid operating expenses for tenant of the Property and, who is indebted under a lease for basic rent for any period prior to the extent customarily prorated between Closing Date after the payment to Purchaser of all current rent and any past due rent owed to Purchaser shall be deemed a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2"Post-Closing Receipt". Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to provide Purchaser any security deposits and prepaid rents (for periods on or after the end with a statement of all delinquent rentals as of the Transition PeriodClosing. Within fifteen (15) under the Leases or credit days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to the account of Seller. Purchaser the unapplied amount of such security deposits and prepaid rentsshall use commercially reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder but shall have no obligation to bring legal action. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller If Purchaser expends funds to Purchaser on collect rent due prior to the Closing Date, or Purchaser may elect shall be reimbursed its collection expenses from any delinquent rent collected. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right, at Seller's cost, to conduct an audit, at reasonable times and upon reasonable advance notice to Purchaser, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement. Paragraph 12 of this Agreement shall survive the Closing and the delivery and recording of the deed. 12.3. Purchaser shall receive at Closing a credit equal to the amount of any unsatisfied obligations for outstanding tenant improvement and leasing commission obligations set forth in Exhibit N which are identified as Seller's obligation ("Seller's Pre-Existing Obligations"). Purchaser agrees to assume (without a credit from Seller) the payment of those outstanding tenant improvement and leasing commission obligations set forth in Exhibit N which are identified as Purchaser's obligation ("Purchaser's Pre-Existing Obligations"). To the extent Seller pays any amounts toward Purchaser's Pre-Existing Obligations prior to Closing and provides evidence of such payment satisfactory to Purchaser then Seller shall receive a credit against the Purchase Price from Purchaser therefor. Seller shall receive a credit, if any, as provided in the amount of such prepaid rents. (b) Any taxes paid Paragraph 25. Purchaser shall assume at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments all third party construction contracts for the current year have not been paid before Closingperformance of tenant improvement work and leasing commission agreements in connection with those leases (i) which give rise to Seller's Pre-Existing Obligations, Seller shall be charged at Closing an amount equal (ii) which give rise to that portion of such taxes Purchaser's Pre-Existing Obligations and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year (iii) for which Purchaser is assuming the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedobligations pursuant to Paragraph 25 herein.

Prorations. 3.2.111.1 Subject to the provisions of this Paragraph 11, all revenues and expenses relating to the Property shall be prorated as of the Close of Escrow. Expenses relating to the Property, including without limitation, real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis, and revenues relating to the Property, including, without limitation, rentals and other income (including, without limitation, common area charges and operating cost pass throughs) shall be prorated on a cash received basis, subject to the provisions set forth in Paragraph 11.5 below. It is understood that Buyer shall not be entitled to any income or revenue, and shall not be obligated for costs and expenses, under the CRG Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the contrary in the Final CRG Lease). Such proration shall be made as of 11:59 p.m. Pacific Standard Time on the day immediately preceding the Closing Date (the “Proration Time”). Buyer shall be responsible for all real estate tax reassessment and increase as a result of the transactions contemplated under this Agreement. Seller shall be entitled to all tax refunds for periods prior to the Close of Escrow, and Buyer shall remit the same to Seller promptly after receipt; provided, however, that Buyer shall first deduct therefrom any portions thereof which are due to any of the tenants under the Leases and shall remit the same to such tenants. All monthly prorations shall be calculated on actual days of the applicable month and all annual prorations shall be calculated based on a 365-day year. Prior to the Closing Date, Seller and Buyer shall agree upon a schedule of expenses and prorations (“Proration and Expense Schedule”). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than April 30, 2008 (the “Survival Cut-Off Date”). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the parties under this Paragraph 11 shall survive the Close of Escrow through the Survival Cut-Off Date and shall not be merged with the Deed until the expiration of the Survival Cut-Off Date. The following foregoing terms of this Paragraph 11.1 are subject to the terms of Paragraphs 11.2 through 11.5 below. 11.2 The leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be apportioned the sole responsibility of Seller and shall be paid by Seller at or prior to, or an appropriate credit therefor shall be provided by Seller to Buyer upon, the Close of Escrow; upon such payment and/or credit, Seller shall have no further obligations whatsoever with respect to the amounts and items set forth in such Schedule 11.2. Notwithstanding the foregoing or anything to the contrary, (a) the tenant improvement allowance in the amount of $330,001.42 relating to the space leased by C▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. (the “C▇▇▇▇▇▇ Allowance”) shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any portion of such amount paid by Seller prior to the Close of Escrow (without obligation to do so) shall be credited to Seller upon the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments, whether with respect to base lease term (for Leases or Lease amendments executed after the date hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow; provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG Agreements or any space covered solely by the Final CRG Lease (except as may be set forth to the contrary in the Final CRG Lease). 11.3 As of the Close of Escrow, Seller shall not be responsible for any charges, fees, assessments or other amounts relating to utilities, including, without limitation, those for sewer, electricity, water and gas (the “Utility Charges”), which are incurred from and after the Closing Date. Buyer shall be responsible to have the applicable utility companies switch service into Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges accruing after the Close of Escrow. Without limiting the foregoing, Seller may instruct any utility company that Seller no longer owns the Property and shall not be responsible for Utility Charges accruing after the Close of Escrow. Additionally, it is understood that Seller, prior to the Close of Escrow, may b▇▇▇ Tenants for electricity/power charges that may not be fully reimbursed to Seller by such Tenants as of the end Close of Escrow (the “Utility B▇▇▇ Amounts”). Buyer shall b▇▇▇ and use reasonable efforts to collect any such Utility B▇▇▇ Amounts in the ordinary course of business (and such Utility B▇▇▇ Amounts shall not be forgiven, reduced, deferred, delayed or suspended by Buyer) through the Survival Cut-Off Date, but shall not be obligated to engage a collection agency or take legal action to collect any such amounts. Buyer shall be entitled to retain ten percent (10%) of the Transition Period (as defined in Section 6.1.1)Utility B▇▇▇ Amounts that it collects for delivery to Seller hereunder. Seller shall have the right to seek collection of any Utility B▇▇▇ Amounts applicable to any period before the Close of Escrow from any Tenants, as if Purchaser were vested with title but shall not have the right to the Property as evict Tenants or to terminate or threaten to terminate any such Tenant’s Lease or right to possession of the end of the Transition Period. (a) rents, if any, as and when its premises. Any Utility B▇▇▇ Amounts actually collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for Buyer to which Seller is liable, if any, such charges entitled hereunder shall be promptly delivered by Buyer to be apportioned at Closing on Seller (after deducting the basis of the most recent meter reading occurring prior 10% set forth above to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Propertywhich Buyer is entitled). 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, 11.4 Buyer shall be credited and Seller shall deliver to Purchaser be charged with (but Seller shall retain as its sole and separate property, notwithstanding any contrary provision in this Agreement) any security deposits and prepaid rents advanced rentals in the nature of security deposits made by the lessees/licensees (for periods on or after the end of the Transition Period"Tenants”) under the Leases or credit Leases, except to the account extent the same have been applied in accordance with the terms of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. said Leases (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates subject to the period before the end provisions of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.Paragraphs 21.3

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period Rents (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) exclusive ▇▇ ▇▇▇▇nquent rents, if any, as and when collected (the term “but including prepaid rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity ; water and other utility charges charges; fuels; prepaid operating expenses; prepaid Service Contract payments; management fees in the amount of 5% of collections for the month in which Seller the Closing occurs; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 A.M. on the Closing Date ("Proration Date"), and credited or debited to the balance of the cash due at Closing. Refundable security deposits will be assigned to and assumed by Purchaser and credited to Purchaser at Closing. If for any reason the Proration Date is liableearlier than the Closing Date, then for the period from the Proration Date through the Closing Date, Purchaser shall be entitled to the benefit of all of the income from the Property and shall bear the burden of all of the operating expenses of the Property, including, but not limited to, insurance, service contracts, employee wages and benefits, management fees, utility costs and interest on the existing mortgages encumbering the Property (if any, such charges ). If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustment thereof shall be on the basis of the most recent meter reading occurring prior ascertainable data. All prorations will be final except as to Closing; and (e) any other accrued or prepaid operating expenses for Delinquent Rents referred to in b below. If special assessments have been levied against the Property andfor completed improvements, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in then the amount of such prepaid rents. (b) Any taxes paid at or any installments which are due prior to the Closing Date shall be prorated based upon paid by the amounts actually paidSeller; and the amount of installments which are due after the Closing Date shall be paid by the Purchaser. If taxes and All assessments for the current year have not been paid before Closing, Seller incomplete improvements shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedpaid by Purchaser.

Prorations. 3.2.112.1. The following shall be apportioned with respect to the Property as Rents (exclusive of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) delinquent rents, if any, as but including prepaid rents); refundable security deposits (which will be assigned to and when collected (the term “rents” as used in this Agreement includes all payments due assumed by Purchaser and payable by Tenants under the Leasescredited to Purchaser at Closing); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity ; water and other utility charges for charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to Closing; and (e) any other accrued or prepaid operating expenses for and including the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period Closing Date shall be delivered deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Seller Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser on shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, or Purchaser may elect shall deliver to receive Seller a credit against reconciliation statement of Post-Closing Receipts through the Purchase Price first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the amount terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of such prepaid rents. (b) Any taxes paid at or prior Purchaser's books and records to verify the accuracy of the Post-Closing shall be prorated based Receipts reconciliation statement and upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingverification of additional funds owing to Seller, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated postSeller said additional Post-Closing once final taxes Receipts and assessments for such period have been determinedthe cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The following estimated Closing prorations shall be apportioned with respect set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser two (2) days prior to the Property Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Date, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior to Closingbest evidence then available; and (e) any other accrued or prepaid operating expenses for thereafter, when actual figures are received, re-prorations will be made on the Property andbasis of the actual figures, to the extent customarily prorated between a purchaser and a seller final cash settlement will be made between Seller and Purchaser. No prorations will be made in the Commonwealth relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser may elect will be obligated to receive a credit against make its own arrangements for any deposits with the Purchase Price utility providers, but Seller will, if necessary, maintain such deposits until such time as Purchaser can post its own deposits (but in no event longer than thirty (30) days after Closing) so that such utility service will not be discontinued to the amount Property. The provisions of such prepaid rentsthis Section 10.4(a) will survive the Closing for twelve (12) months. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Proration Time) of all Rental previously paid before to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rental, if any, received by Seller after Closing an amount equal and attributable to that portion any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s share of such taxes building operation and assessments which relates maintenance costs and expenses as provided for under the Lease, to the period extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenant under the Lease or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the end of the Transition Period and Proration Time. Delinquent Rental will not be prorated. Purchaser shall pay the taxes and assessments prior agrees to their becoming delinquent. Any such apportionment made use good faith collection procedures with respect to a tax year the collection of any Delinquent Rental, but Purchaser will have no liability for which the tax rate or assessed valuation, or both, have failure to collect any such amounts and will not yet been fixed shall be based upon the most recent ascertainable, required to pursue legal action to enforce collection of any such amounts owed to Seller by Tenant. All sums collected by Purchaser from and shall after Closing from Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be re-prorated post-Closing once final taxes applied first to current amounts owed by such Tenant to Purchaser and assessments for then to delinquencies owed by such period have been determinedTenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as A. ▇▇▇ts (exclusive of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) delinquent rents, if any, as but including prepaid rents); refundable security deposits (which will be assigned to and when collected (the term “rents” as used in this Agreement includes all payments due assumed by Purchaser and payable by Tenants under the Leasescredited to Purchaser at Closing); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity ; water and other utility charges for charges; accrued but unpaid interest on the Note; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes; accrued but unpaid interest on the Note and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date. Assessments of record (other than ad valorem taxes) payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, except as to delinquent rent referred to in Paragraph 12B below. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves and holdbacks held by the Lender under the Loan Documents, except for amounts, if any, of such escrows, reserves and holdbacks applicable to expenses which relate to the period prior to Closing; andthe Closing Date for which Purchaser has not been given a credit hereunder. (e) B. All sums paid following the Closing Date by any other accrued or prepaid operating expenses for tenant of the Property andwho is indebted under a lease for any period prior to and including the Closing Date after the payment to Purchaser of all then current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to the extent customarily prorated between Seller. For a purchaser and a seller in the Commonwealth period of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At sixty days following Closing, Purchaser shall send monthly collection notices to tenants residing at the Property owing Post-Closing Receipts. Within 90 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 60 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. At Seller's expense, Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or sums received by Seller after the end of the Transition Period) under the Leases or credit Closing Date which relate to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against along with an accounting identifying any such sums. Paragraph 12B of this Agreement shall survive the Purchase Price in Closing and the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes delivery and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end recording of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedDeed.

Prorations. 3.2.16.7.1. The following Re▇▇ ▇▇▇▇▇▇▇y taxes, assessments, rents, security deposits, and cam expenses shall be apportioned prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and cam expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax bill. If, after Close of Escrow, Buyer receives any further or supplemental tax bill relating to any period prior to Close of Escrow, ▇▇ ▇eller receives any further or supplemental tax bill relating to any period after Close of Escrow, the ▇▇▇ipient shall promptly deliver a copy of such tax bill to the other party, and not later than ten (10) d▇▇▇ prior to the delinquency date shown on such tax bill Buyer and Seller shall deliver to the taxing auth▇▇▇▇y their respective shares of such tax bill, prorated as of Close of Escrow. 6.7.2. ▇▇l leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the end new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the Transition Period (as defined in Section 6.1.1terms of this Agreement specifically become the obligation of Buyer), as if Purchaser were vested with title to brought by third parties and based on events occurring on or before the Property as date of the end of the Transition Period. (a) rents, if any, as closing and when collected (the term “rents” as used which are in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 3.2.26.7.4. Notwithstanding anything contained in the foregoing provisions: (a) At ClosingBuyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, Seller shall deliver to Purchaser claims, demands, suits and judgments, of any security deposits kind or nature, including court costs and prepaid rents (for periods reasonable attorneys' fees, brought by third parties and based on or after the end of the Transition Period) under the Leases or credit events occurring subsequent to the account date of Purchaser the unapplied amount of such security deposits closing and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price which are in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates any way related to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableProperty, and shall be re-prorated post-Closing once final taxes all expenses related thereto, including, but not limited to, court costs and assessments for such period have been determinedattorneys' fees.

Prorations. 3.2.1. The following Subject to the other provisions of this Section, the items pertaining to the Project that are identified in this Section shall be apportioned prorated between the parties on a per diem basis (employing the actual number of calendar days in the period involved and a 365-day year) so that credits and charges with respect to such items for all days preceding the Closing Date shall be allocated to Seller, and credits and charges with respect to such items for all days including and after the Closing Date shall be allocated to Purchaser. All prorations not specifically agreed to herein shall be made in accordance with customary practice in the county in which the Project is located. This Section 7.D. shall survive the Closing to the extent provided below. The Purchase Price for the Property shall be subject to prorations and credits as follows to be determined as of 12:01 A.M. on the end Closing Date, the Closing Date being a day of income and expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a credit at Closing for all rents collected by Seller prior to the Closing and allocable to the period from and after the Closing Date. No credit shall be given the Seller for accrued and unpaid Rent or any other non-current sums due from tenants until said sums are paid. Any portion of any rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date shall be paid, within thirty (30) days after receipt, to the Seller, but subject to all of the Transition Period (as defined in provisions of this Section 6.1.1), as if Purchaser were vested with title hereof; and any portion thereof properly allocable to periods subsequent to the Property as of the end of the Transition Period. (a) rentsClosing Date, if any, as and when collected shall be paid to Purchaser. Purchaser shall use reasonable efforts for a period of six (6) months after the term “rents” as used in this Agreement includes all payments due and payable by Tenants Closing Date to collect any rent under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for Tenant Leases which Seller is liable, if any, such charges to be apportioned at Closing on the basis past due as of the most recent meter reading occurring prior Closing and remit such collections to ClosingSeller within thirty (30) days after receipt; and (e) provided, however, Purchaser shall not be obligated to sue ▇▇▇ tenants. Any rent collected from a tenant by Purchaser shall be applied first to any other accrued or prepaid operating expenses for the Property and, past due rents owed to Purchaser and second to any past due rents owed to Seller; and any rent collected from a tenant by Seller shall be promptly remitted to Purchaser to the extent customarily prorated between there are any past due rents owed to Purchaser; provided, however, if Seller uses any special efforts to collect any rent, including filing a purchaser and a seller in the Commonwealth of Massachusettslawsuit, any other items pertaining collections by Seller resulting from such special efforts shall be applied first to any past due rents owed to Seller. Seller shall have the Propertyright to sue ▇▇▇ants for rent accrued for the period prior to Closing as long as Seller does not sue ▇▇ terminate any Tenant Leases or evict any tenants. 3.2.22. Notwithstanding anything contained Seller shall be entitled to retain all adjustment rent or escalation payments collected under the Tenant Leases and payable for the period prior to Closing for taxes, operating expenses and HVAC charges for the Project, and Purchaser shall retain all such rent or payments payable for the period after Closing. Purchaser shall be responsible for adjusting with the tenants all such payments for the year in which the foregoing provisions: (a) At ClosingClosing occurs in accordance with the terms of the Tenant Leases. Upon any final adjustment for the year in which the Closing occurs, Seller shall deliver remit to Purchaser for payment to the tenants any security deposits adjustment rent or escalation payments paid to Seller under the Tenant Leases in excess of the amounts due from the tenants for such taxes and prepaid expenses, and any amounts due Seller from the tenants shall be promptly remitted to Seller within thirty (30) days after collection from the tenants. Any collections of adjustment rent or escalation payments from tenants shall be applied in the same order as set forth above for base rent. 3. Percentage rents payable under any Tenant Leases shall be preliminarily allocated as of the Closing Date with Seller entitled to any such percentage rents payable for any period prior to the Closing Date and Purchaser entitled to any such percentage rents payable for any period after the Closing Date. Within one hundred twenty (for periods on or 120) days after the end of the Transition Period) under fiscal year for each Tenant Lease, Seller and Purchaser shall reprorate such percentage rents based on the Leases or credit portion of the fiscal year for such Tenant Lease during which the Project was owned by Seller and the portion during which the Project was owned by Purchaser, without regard to when during such fiscal year such percentage rents were payable. 4. Real estate taxes imposed in respect of the Project for the current year and to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period extent unpaid, for prior years shall be delivered by Seller to Purchaser on prorated as of the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in . Such proration shall be based on the amount of such prepaid rents. (b) Any taxes which would be payable, after any applicable discounts, if the taxes are paid at or prior to Closing shall be prorated based upon the amounts earliest possible date, regardless of when such taxes are actually paid. If the amount of any such taxes and assessments for the current year have not been paid before determined as of Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed credit shall be based upon on the most recent ascertainable, ascertainable taxes and shall be re-prorated post-reprorated upon issuance of the final tax bill. ▇eller shall also give Purchaser a credit for any special assessments against the Project which are due and payable prior to Closing. 5. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the meters, if any, for utilities to be read the day on which the Closing once final taxes Date occurs and assessments for to pay the bills rendered on the basis of such period have been determined.readings. If any such meter

Prorations. 3.2.1. 5.4.1 The following shall be apportioned prorated between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing Date (on the basis of the actual number of days elapsed over the applicable period) with the Closing Date being a date of income and expense for Purchaser: (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). Notwithstanding anything to the contrary contained herein, taxes shall be prorated utilizing the maximum available discount for prepayment of such taxes. (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits together with all interest thereon, if any, payable to such tenants (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any security deposits which are held in the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to the rents that shall then be due and payable to Purchaser, and fourth to any delinquent rents owed to Seller, with Seller's share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant's right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller, at no cost to Purchaser, in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the end of the Transition Period (as defined in Section 6.1.1)Closing Date, as if Purchaser were vested with title to the Property as of the end of the Transition PeriodSeller shall retain all rights relating thereto. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts;All operating expenses. (d) gasIntentionally deleted. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities which are not payable directly to the utility provider by a tenant, including, without limitation, telephone, steam, electricity and other utility charges for which Seller is liablegas, if any, such charges to be apportioned at Closing on the basis of the most recent recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter reading occurring prior to Closing; andreadings are available, on the basis of such readings. (eh) Deposits with telephone and other utility companies, and any other accrued persons or prepaid operating expenses for entities who supply goods or services in connection with the Property andif the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Intentionally deleted. (k) Intentionally deleted. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the extent customarily prorated between a purchaser Property and a seller located in the Commonwealth of Massachusetts, any other items pertaining Pennsylvania subject to the PropertySection 7.2.3(a) hereof. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser be given a credit for any security deposits and prepaid rents (for periods on or after the end payments Seller shall have made as of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end Closing Date in respect of the Transition Period expenditures described on EXHIBIT I attached hereto and made a part hereof. Notwithstanding the foregoing, Purchaser shall be delivered by Seller obligated to Purchaser on pay any and all costs and expenses incurred prior to, or from and after, the Closing Date, or in connection with the pre-development of Lot #6 at the Westpark Property. In addition, subject to the provisions of this Section 5.4.2(a), Purchaser may elect shall bear all costs and expenses related to receive a credit against the Purchase Price transactions contemplated by that certain Lease Agreement dated December 30, 1997 by and between Westpark, as landlord, and Behr Process Corporation ("Behr"), as tenant (the "Behr Lease"), as amended by that certain Amendment to Lease Agreement dated August 2, 2001 (the "Behr Amendment") regarding the Expansion Premises (as such term is defined in the Behr Amendment) and Behr's expansion option as set forth in the Behr Lease, including, without limitation, (i) all outstanding construction costs and expenses incurred in connection with the Expansion Premises (which Seller estimates to be in the aggregate amount of such prepaid rents$1,211,793.25) and (ii) any costs and expenses incurred in connection with correcting outstanding HVAC issues of Behr as set forth in the Behr Amendment. (b) Any If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that, with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes paid at or prior to the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion basis of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or both, have not yet been fixed assessments shall be based upon the most recent ascertainable, recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be re-promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated post-at the Closing once final taxes shall include a credit to Seller for costs and assessments for such period have been determinedexpenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement. 5.4.4 The provisions of this Section 5.4 shall survive the Closing.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as Rents and when collected (the term “rents” as used in this Agreement includes all payments due any additional charges and expenses payable by Tenants under the Leases); (b) taxes (including personal ; real property taxes on the Personal Property) and assessments levied against the Property; assessments; water, sewer and utility charges; amounts payable under any Service Contracts (c) payments under the other than Terminated Contracts; ); annual permits and/or inspection fees (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing calculated on the basis of the most recent meter reading occurring prior to Closingperiod covered); and (e) and any other accrued income or prepaid operating expenses of the operation and maintenance of the Property shall all be prorated as of 11:59 p.m. on the date immediately preceding the Closing Date (i.e., Purchaser is entitled to the income and responsible for the Property andexpenses of the day of Closing), to on the extent customarily prorated between basis of a purchaser 365-day year and a seller otherwise in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2accordance with this Section 10.5. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver draft prorations to Purchaser any security deposits and prepaid rents at least five (for periods on or after the end of the Transition Period5) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Business Days before Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid Purchaser shall receive a credit at or Closing for all rents, including estimated payments for operating expenses and real estate taxes, collected by Seller prior to the Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants except as provided in this Section 10.5(b). All rent or other sums collected or received by Seller after Closing shall be promptly remitted to Purchaser to be applied and distributed in accordance with this Section 10.5(b). All rent received by Purchaser after Closing shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Purchaser shall use reasonable efforts to collect rents and other sums owing to Seller in the usual course of Purchaser’s operation of the Property, provided, however, that Purchaser shall not be required to pursue or institute any action to evict any tenant or any other collection proceedings to collect delinquent rentals. Seller shall have no right to contact Tenants or collect any such rents and other sums from Tenants after Closing and Seller shall have no right to cause any such Tenant to be evicted or to exercise any other landlord remedy against such Tenant after Closing. In the event Seller receives rents from Tenants applicable to periods after the Closing Date, Seller shall immediately forward the full amount of such rents to Purchaser to be applied by Purchaser in accordance with this Section 10.5(b). (c) At Closing, (i) Seller shall credit Purchaser with the amount of any cash security deposits actually held by Seller pursuant to the Leases (to the extent such security deposits are not applied against delinquent rents in accordance with the Leases). Any taxes that are payable in the year in which the Closing occurs (“Current Tax Year”) shall be prorated between Purchaser and Seller based upon the amounts actually paid. If taxes and assessments for number of days in the current year have not been paid before Closing, Seller Current Tax Year prior to the Closing Date (which shall be charged at allocated to Seller) and the number of days in the Current Tax Year on and after the Closing an amount equal Date (which shall be allocated to that portion Purchaser). Fees and charges under the Service Contracts (other than the Terminated Contracts) in respect of such taxes and assessments the most recent billing period which relates includes the Closing Date (“Current Billing Period”) shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the period before Closing Date (which shall be allocated to Seller) and the end number of days in the Transition Current Billing Period on and Purchaser after the Closing Date (which shall pay be allocated to Purchaser) and assuming that all fees and charges are incurred uniformly during the taxes and assessments prior to their becoming delinquentCurrent Billing Period. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed Calculations hereunder shall be based upon the most recent ascertainablestatement rendered to Seller by the applicable service provider and, after an actual statement covering the Current Billing Period is received, a copy shall be delivered to Purchaser or Seller, as applicable, and the apportionment of such charges hereunder shall be recomputed if necessary. (d) Seller and Purchaser hereby agree that if any of the aforesaid prorations and credits cannot reasonably be calculated accurately on the Closing Date or in the case of rents or other charges received from Tenants, such amount have not been collected, then the same shall be 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 sixty (60) 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 or expenses incurred 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. (e) Not more than sixty (60) days after the Closing, Seller and Purchaser shall make a final calculation of the real estate taxes, operating expenses and all other prorations or adjustments for the Property, including any adjustments for rent or escalation payments payable under the Leases in connection therewith. If such calculation discloses that Seller has collected more in estimated payments from Tenants for rents, operating expenses and taxes than it is entitled to retain after the final reconciliations are completed, Seller shall pay such excess to Purchaser for refund to the tenants, and if Seller has collected less in estimated payments than it is entitled to receive after the final reconciliations are completed, Purchaser shall pay such amounts to Seller when and as collected from the tenants. No insurance policies of the Seller are to be re-prorated post-Closing once final taxes assigned or otherwise transferred to the Purchaser, and assessments for such period have been determinedno apportionment of the premiums therefor shall be made. The provisions of this Section 10.5 shall survive Closing.

Prorations. 3.2.1. The following shall be apportioned with respect to Rents actually collected for the Property as calendar month in which the Closing occurs (exclusive of the end of the Transition Period (as defined in Section 6.1.1)Delinquent Rent, as if Purchaser were vested with title hereinafter defined, but including prepaid rents covering a period subsequent to the Property as of the end of the Transition Period. (a) rents, if any, as Closing); water and when collected (the term “rents” as used in this Agreement includes all payments due other utility charges; fuels; prepaid revenues and payable by Tenants under the Leases); (b) taxes (including expenses covering a period subsequent to Closing; real and personal property taxes (“Property Taxes”); and other similar revenue and expense items shall be adjusted ratably as of 11:59 P.M. Central Time on the Personal Property) Closing Date (“Proration Date”), and credited or debited to the balance of the cash due at Closing. All regular and supplemental taxes and assessments levied against attributable to the Property; (c) payments under period prior to the Contracts; (d) gas, electricity Closing Date shall be the responsibility of Seller. All regular and other utility charges for which Seller is liable, if any, such charges supplemental taxes and assessments attributable to the period after the Closing Date shall be the responsibility of Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustment thereof shall be on the basis of the most recent meter reading occurring prior ascertainable data. With respect to Closing; and Property Taxes, if Closing occurs before the current fiscal year’s tax bills are available, the proration will be based upon the previous fiscal year’s tax ▇▇▇▇ and the proration shall be readjusted and settled by Seller and Purchaser within ten (e10) any other accrued or prepaid operating expenses for business days after such tax ▇▇▇▇ is issued. If special assessments have been levied against the Property andfor improvements, then the amount of any installments which are attributable to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or prior to the Closing Date shall be paid by the Seller; and the amount of installments which are attributable to periods after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period Closing Date shall be delivered paid by Seller the Purchaser. If any charges, expenses or other items to Purchaser be prorated hereunder are unavailable on the Closing Date, or Purchaser may elect a readjustment will be made within ten (10) business days following the availability of accurate bills and figures. Seller shall instruct its property manager to receive a credit against the Purchase Price discontinue data entry operations in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments on-site computer system for the current year have not been paid before ClosingProperty (including making deposits of rental income) for the period subsequent to the close of business on December 23, 2011. Seller acknowledges that such discontinuance is intended to afford Seller and Purchaser an opportunity to coordinate the transition of the Property in anticipation of Closing and to complete work on prorations as set forth in this Agreement. Seller shall be charged at Closing an amount equal instruct its property manager to that portion forward to Purchaser or its designee final reports to facilitate transition planning and compilation of prorations as soon as practicable after discontinuing such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determineddata entry.

Prorations. 3.2.112.1. The following shall Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be apportioned with respect assigned to and assumed by Purchaser and credited to Purchaser at Closing); interest on and any fees including, without limitation, credit enhancement, issuer or trustee fees respecting the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsBonds; water and other utility charges, if any, as ; fuels; prepaid reasonable and when collected (the term “rents” as used in this Agreement includes all payments due customary operating expenses; real and payable by Tenants under the Leases); (b) taxes (including personal property taxes taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Personal Property) day prior to the Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gascash due at Closing. To the extent any escrows or bond repayment deposits for taxes and insurance established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, electricity the proceeds in said escrows shall be assigned to Purchaser and other utility charges for the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to Closing; and (e) any the Closing Date will first be applied to rent or other accrued or prepaid operating expenses for charges currently due to Purchaser under the Property andapplicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt", but only to the extent customarily prorated between such pre-closing indebtedness has not been paid in full. Within ten (10) days following each receipt by Purchaser of a purchaser and a seller in the Commonwealth of MassachusettsPost-Closing Receipt, any other items pertaining Purchaser shall pay such Post-Closing Receipt to the Property. 3.2.2Seller. Notwithstanding anything contained in the foregoing provisions: (a) At ClosingPurchaser shall use good faith efforts to collect all amounts which, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect shall deliver to receive Seller a credit against reconciliation statement of Post-Closing Receipts through the Purchase Price in first 90 days after the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon Date. Upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end delivery of the Transition Period and Post-Closing Receipts reconciliation, Purchaser shall pay the taxes and assessments prior deliver to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated postSeller any Post-Closing once final taxes Receipts owing to Seller and assessments for such period have been determinednot previously delivered to Seller in accordance with the terms hereof. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed.

Prorations. 3.2.16.7.1. The following Real property taxes, personal property taxes, assessments, rents, and CAM expenses shall be apportioned prorated through Escrow between Buyer and Seller as of the Close of Escrow. All security deposits shall be paid over to Buyer. Rents and CAM expenses shall be approved by Buyer prior to the Close of Escrow. Any delinquent rents attributable to periods prior to the Close of Escrow and which are collected by Buyer or Seller shall be retained by or paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not have the right to seek eviction of any Tenant by unlawful detainer or other means. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If after the Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to any period prior to the Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of the Close of Escrow. All prorations shall be based on a 365-day year. 6.7.2. All leasing commissions owing with respect to the primary terms of Leases related to the Real Property and entered into prior to execution of this Agreement, and all costs for tenant improvements with respect to such leases, shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the end of the Transition Period (as defined new Lease, subject, in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property andevents, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount prior approval by Buyer of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller new Leases as herein provided pursuant to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.Paragraph 7

Prorations. 3.2.112.1. The following shall Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be apportioned with respect assigned to the Property as of the end of the Transition Period (as defined in Section 6.1.1and assumed by Purchaser and credited to Purchaser at Closing), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents; water and other utility charges, if any, as ; fuels; prepaid reasonable and when collected (the term “rents” as used in this Agreement includes all payments due customary operating expenses; real and payable by Tenants under the Leases); (b) taxes (including personal property taxes taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Personal Property) day prior to the Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity and other utility charges for cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to Closing; and (e) any the Closing Date will first be applied to rent or other accrued or prepaid operating expenses for charges currently due to Purchaser under the Property andapplicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt", but only to the extent customarily prorated between such pre-closing indebtedness has not been paid in full. Within ten (10) days following each receipt by Purchaser of a purchaser Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and a seller not previously delivered to Seller in accordance with the Commonwealth terms hereof. Paragraph 12.2 of Massachusetts, any other items pertaining to this Agreement shall survive the PropertyClosing and the delivery and recording of the Deed. 3.2.212.3. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, One Hundred Thousand and No/100 Dollars ($100,000.00) of the balance of the Purchase Price shall be deposited in escrow pursuant to the terms of the Escrow Agreement and shall constitute the "Holdback Escrow Funds". Seller and Purchaser shall deliver set forth the outstanding rents and all other monthly payments due and payable to Purchaser any security deposits and prepaid rents (for periods on or after i.e. those allocable to the end period of ownership of the Transition PeriodProperty by Purchaser) under the Leases or credit for the month in which the Closing occurs that have not already been credited to Purchaser at Closing (the account of Purchaser the unapplied amount of such security deposits "Outstanding Rents Due") in a schedule to be created and prepaid rents. All prepaid rents covering the period of time commencing on or agreed upon within three (3) business days after the end date of Closing (the "Closing Rent Schedule"). Upon Closing, Purchaser shall use its best efforts to collect the Outstanding Rents Due. Purchaser shall also use commercially reasonable efforts to collect all rents and other monthly fees due under the Leases (in accordance with the various terms of the Transition Period shall be delivered by Seller to Purchaser on Leases) for the month following the month in which the Closing Dateoccurs. On or before 5:01 p.m. Chicago time on July 31, or 1997, Purchaser may elect shall deliver to receive Escrow Agent and Seller a credit against schedule (the Purchase Price "Final Closing Rent Schedule") that accurately shows: (a) the total rents and all other monthly payments due and payable under the Leases for the month following the month in which the amount of such prepaid rents. Closing occurs (the "Second Month Outstanding Rents Due"); (b) Any taxes paid all Second Month Outstanding Rents Due actually collected by Purchaser as of the date of the Final Closing Schedule (the "Second Month Rents Actually Collected"); and (c) the difference between the Second Month Outstanding Rents Due and the Second Month Rents Actually Collected (the "Second Month Deficiencies"). In addition to setting forth the Second Month Deficiencies, the Final Closing Rent Schedule shall also set forth the Outstanding Rents Due that have still not been collected by Purchaser, together with appropriate documentation supporting any such amounts. The sum of (a) the Outstanding Rents Due which are still outstanding at or prior to the time of the Final Closing Schedule and (b) the Second Month Deficiencies shall be prorated based upon referred to as the amounts actually paid"Rent Deficiency Sum". If taxes This Rent Deficiency Sum will represent Purchaser's opinion of the amount owing to it under the terms of this Paragraph 12.3 and assessments for the current year have not been paid before Closing, Seller Final Closing Rent Schedule shall be charged at Closing specifically instruct the Escrow Agent to disburse an amount equal to that portion the Rent Deficiency Sum to Purchaser. Seller shall have ten (10) days following receipt of such taxes the Final Closing Rent Schedule to give Purchaser and assessments which relates Escrow Agent written notice of any objection to the period before the end Final Closing Rent Schedule. If Seller delivers a timely notice of the Transition Period objection then Seller and Purchaser shall pay work together in good faith to agree upon the taxes Final Closing Rent Schedule (including, but not limited to, the Rent Deficiency Sum) , at which time Seller and assessments prior Purchaser shall ▇▇▇▇▇ ▇ ▇▇▇nt letter of instruction to their becoming delinquentEscrow Agent setting forth the terms of the escrow disbursement. Any such apportionment made If Seller does not reply to the Final Closing Rent Schedule within ten (10) days then the Rent Deficiency Sum shall be distributed to Purchaser and the remaining Holdback Escrow Funds shall be distrubuted in accordance with respect to a tax year the terms of the Escrow Agreement. Paragraph 12.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 12.4. If at any time within 120 days of the closing of the escrow account Purchaser receives any monies for which the tax rate or assessed valuationit has previously received payment from Seller pursuant to Paragraph 12.3 above ("Post-Escrow Receipts"), or both, have not yet been fixed then Purchaser shall be based upon obligated to deliver any such Post-Escrow Receipts to Seller (along with a statement describing the most recent ascertainablesame) within ten (10) days of Purchaser's receipt of the same. Seller shall retain the right to conduct an audit of Purchaser's financial records, at no cost to Purchaser, for a period of five (5) months from the close of escrow in order to verify, and only to the extent necessary to so verify, the information discussed in this Paragraph 12. Paragraph 12.4 of this Agreement shall be re-prorated post-survive the Closing once final taxes and assessments for such period have been determinedthe delivery and recording of the Deed.

Prorations. 3.2.112.1. The following shall Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be apportioned with respect assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the Property as amount of the end of the Transition Period 6%; real and personal property taxes prorated on a "net" basis (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsi.e. adjusted for all tenants' liability, if any, for such items) and taking into account the full discount available for payment of real estate taxes which remain unpaid; 100% of operating expenses which are reimbursable by Eckards, Publix, Beall's Outlet, Fashion Bug, Cli▇▇'▇ ▇▇lliards, Kimsworth Inc. and Ross Dress for Less and 75% of t▇▇ ▇perating expenses which are reimbursable by the balance of the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes of 11:59 p.m. on the Personal Property) Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity and other utility charges for cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to Closing; and (e) any other accrued or prepaid operating expenses for and including the Property and, to Closing Date after the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver payment to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period all current basis rent shall be delivered deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Seller Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser on shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, or Purchaser may elect shall deliver to receive Seller a credit reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and, if the additional Post-Closing Receipts equal an amount greater than $5,000, the cost of performing Seller's audit. Seller retains the right to bring suit for collection of delinquent rent against any tenant owing more than $5,000 of delinquent rent to Seller. Paragraph 12.2 of this Agreement shall survive the Purchase Price in Closing and the amount delivery and recording of such prepaid rentsthe deed. 12.3. Percentage rent payable under the leases shall be prorated as of the Closing Date as follows: 12.3.1. Any percentage rent attributable to a specified period (b"Percentage Rent Period") Any taxes ending prior to the Closing Date shall be promptly paid at or over to the Seller if and when collected. Seller shall be entitled to all percentage rent attributable to the period prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Date for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition any Percentage Rent Period and Purchaser shall pay the taxes and assessments ending prior to their becoming delinquentClosing Date. 12.3.2. Any such apportionment made Percentage rent payable with respect to a tax year for Percentage Rent Period a portion of which occurs prior to the tax rate or assessed valuation, or both, have not yet been fixed Closing Date and a portion of which occurs subsequent to the Closing Date shall be apportioned between Purchaser and Seller on the basis of their respective period of ownership during the applicable Percentage Rent Period. Seller shall be entitled to percentage rent determined by multiplying the total percentage rent for such Percentage Rent Period by a fraction, the numerator of which shall be the total number of days in such Percentage Rent Period prior to the Closing Date and the denominator of which shall be the total number of days in the Percentage Rent Period. Purchaser shall be entitled to the remainder of such percentage rent. The amount of such percentage rent allocated to Seller shall be adjusted by the parties and paid by Purchaser or Seller to the other, as appropriate, on the Closing Date based upon the most recent ascertainable, recently ascertainable financial data for calendar year 1996 and for calendar year 1997 (with percentage rent for calendar year 1997 being based on 75% of the percentage rent payable in calendar year 1996 with no other reproration). Seller shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedsimilar audit rights as contained in Paragraph 12.2 above.

Prorations. 3.2.112.1. The following shall be apportioned with respect to the Property as Rents (exclusive of the end of the Transition Period (as defined in Section 6.1.1delinquent rents, but including prepaid rents), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents; prepaid associations dues, if any, as ; water and when collected (the term “rents” as used in this Agreement includes all payments due other utility charges; fuels; prepaid operating expenses; real and payable by Tenants under the Leases); (b) taxes (including personal property taxes and installments of special assessments which are due in the year in which the Closing Date occurs; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Personal Property) Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity and other utility charges for cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges are due in years subsequent to the year in which the Closing Date occurs shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. Refundable security deposits will be assigned to and assumed by Purchaser and credited to Purchaser at Closing. 12.2. All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on including the Closing Date, or after the payment to Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing all current basic rent, shall be prorated based upon the amounts actually paiddeemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. If taxes and assessments for the current year have not been paid before ClosingWithin ten (10) business days following each receipt by Purchaser of a Post-Closing Receipt, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use commercially reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder (but in no event will be obligated to retain legal counsel or the taxes services of an outside collection agency or to initiate legal proceedings in furtherance thereof) and assessments prior may deduct from such Post-Closing Receipts so collected its reasonable out-of-pocket costs incurred in so collecting such Post-Closing Receipts. Within 120 days after the Closing Date, Purchaser shall deliver to their becoming delinquentSeller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Any such apportionment made Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with respect the terms hereof. Seller retains the right to a tax year for which conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the tax rate or assessed valuation, or both, have not yet been fixed shall be based accuracy of the Post-Closing Receipts reconciliation statement and upon the most recent ascertainableverification of additional funds owing to Seller and the confirmation thereof by Purchaser, and Purchaser shall be re-prorated postpay to Seller said additional Post-Closing once final taxes Receipts. Paragraph 12.2 of this Agreement shall survive the Closing and assessments for such period have been determinedthe delivery and recording of the Deed.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rental, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. The following amount of any cash Security Deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits), and any Security Deposits in the form of letters of credit (collectively, the “Letters of Credit”) shall be transferred to Purchaser as set forth below. Within three (3) Business Days after the Closing Date, Seller shall (1) deliver to the issuers of the Letters of Credit the required transfer documents in order for the issuers to process a change in the beneficiary and pay (or cause the Tenant to pay) any required transfer fee, with copies provided to Purchaser, or (2) if a Letter of Credit is not transferrable by its terms, insert in the Tenant Notice Letter to the respective Tenant demanding such Tenant to either deliver a replacement cash or letter of credit security deposit to Purchaser for the requisite security deposit pursuant to the terms and conditions of the applicable Lease, and Seller shall return such Letter of Credit to the issuer at such time Purchaser confirms to Seller that such replacement cash or letter of credit security deposit was delivered to Purchaser. To the extent a required transfer fee for which a Tenant is responsible under its Lease is paid by Seller, Purchaser shall ▇▇▇▇ the Tenant and use commercially reasonable efforts to seek to collect such amounts on behalf of Seller after Closing; it being understood and agreed that Purchaser shall have no obligation to commence any legal action against any Tenant. To the extent that any Letter of Credit is not transferred to Purchaser at Closing, or the documents delivered to effect such transfer are not accepted by the issuer thereof, Seller shall, at Purchaser’s request and with Purchaser’s cooperation, reasonably cooperate with Purchaser as Purchaser shall reasonably request to effect such transfer. For any Letter of Credit to be transferred after Closing, until such transfer is effected: (A) at Purchaser’s instruction upon a Tenant default, Seller will draw upon the Letter of Credit and pay the proceeds to Purchaser; and (B) under no circumstances will Seller draw upon the Letter of Credit without written authorization from Purchaser. Seller agrees that after the expiration of the Evaluation Period it will not pursue any eviction action or initiate any litigation against any Tenants or apply or draw on any Security Deposits of any Tenants against the payment of rent or other default of a Tenant; provided that Seller shall give prompt notice to Purchaser for any such application or draw of Security Deposits prior to the expiration of the Evaluation Period. Seller’s and Purchaser’s obligations under this Section 10.4(a)(ii) shall survive Closing. (iii) Reserved. (iv) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (v) Real estate taxes and assessments due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes and assessments shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes and assessments (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property and/or Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Real Property and/or Improvements results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year, but only after giving effect to any tax exemption that may otherwise be available to Purchaser post-Closing. For example, if the Purchaser is totally exempt from the payment of real estate taxes post-Closing, then Purchaser would not share in any portion of the refund or credit. If, however, the Purchaser is only partially exempt, then the apportionment shall be based on each party’s respective percentage of the total real estate tax obligations of the Property for such tax year. The expenses of any tax appeals for the period in which the Closing occurs shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (vii) Rents and other charges payable under the Ground Lease. (viii) Common charges, assessments, and other charges and expenses with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title Condominium due and payable pursuant to the Property as of Condominium Documents for the end of month in which the Transition PeriodClosing occurs. (aix) rentsCharges, assessments and fees due and payable, if any, as pursuant to the applicable Association Documents for the month in which the Closing occurs. (x) Amounts payable under the Service Contracts. For avoidance of doubt, Purchaser shall be responsible for amounts payable during any post-Closing “tail period” under any Service Contracts which are being terminated by a Service Contract Termination Notice. (xi) If at the time of Closing, the Real Property is affected by an assessment or assessments that are or may become payable in installments, the assessments payable on the date of or after Closing shall be payable by Purchaser, and when collected the assessments payable prior to Closing shall be paid by Seller at or prior to Closing and any such payments by Seller or Purchaser shall be apportioned at Closing based on the customary rules and protocols of the location of each Property. (xii) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated in accordance with the customary rules and protocols of the location of each Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser and Escrow Agent for review prior to the Closing Date (the term “rentsPreliminary Closing Statement”). The Preliminary Closing Statement, once finalized, shall be signed by Purchaser, Seller and Escrow Agent, and shall be the “Closing Statement” as used for the transaction. The Closing Statement may be delivered electronically. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in this Agreement includes all payments due and payable a net credit to Seller) or by Tenants under Seller to Purchaser (if the Leases); (bprorations result in a net credit to Purchaser) taxes (including personal property taxes on by increasing or reducing the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges cash to be apportioned delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the most recent meter reading occurring prior to Closingbest evidence then available; and (e) any other accrued or prepaid operating expenses for thereafter, when actual figures are received, re-prorations will be made on the Property andbasis of the actual figures, to the extent customarily prorated between a purchaser and a seller final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Commonwealth Closing for twelve (12) months; provided, however, that the provisions of Massachusetts, any other items pertaining to Section 10.4(a)(v) shall survive until the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: date that is thirty (a30) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end days following Purchaser’s receipt of the Transition Period) under final tax ▇▇▇▇ or the Leases or credit resolution of any tax appeal, whichever is later, with respect to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentseach Property. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Proration Time) of all Rental previously paid before to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rental, if any, received by Seller after Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay apply such Rental as set forth below. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the taxes Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, vending machine receipts and assessments other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to their becoming delinquentthe Closing Date, and payment thereof has not been made on or before the Proration Time. Any such apportionment made Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures during the first twelve (12) full calendar months after Closing with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. All sums collected by Purchaser from and after Closing from Seller and/or each Tenant in respect of Delinquent Rental, Operating Expenses, or tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the request of a tax year for Tenant or other specific services, will be applied (i) first, to amounts which are then due and payable in connection with the month in which the tax rate Closing occurred, (ii) second, to amounts which are then due and payable in connection with the month or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainablemonths following Closing, and (iii) third, to amounts which are then due and payable in connection with the month or months preceding Closing. Any sums due Seller will be promptly remitted to Seller. Seller reserves the right to ▇▇▇▇ and collect from Tenants any Delinquent Rental for periods prior to Closing, but may not pursue any eviction actions or initiate any litigation in pursuit of such Delinquent Rents. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months, except that the preceding sentence of this Section 10.4(b) shall be resurvive Closing without such 12-prorated post-Closing once final taxes and assessments for such period have been determinedmonth limitation.

Prorations. 3.2.1. The following 5.2.1 All revenues, including without limitation, rentals, prepaid rentals and prepaid payments (collectively, "Rent"), shall be apportioned with respect prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the Property period after the Closing and for all security deposits held by Seller (including interest thereon, as required by law). Seller shall not receive a credit for any Rent Seller has not received as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title Closing which is allocable to the Property as of period prior to the end of Closing. If, after Closing, Buyer collects any Rent applicable to periods prior to Closing, such Rent shall first be applied to Rent due for the Transition Period. (a) rentscurrent period, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable balance shall be promptly paid by Tenants under Buyer to Seller. If, after Closing, Seller collects any Rent applicable to rental periods after the Leases); (b) taxes (including personal property taxes on Closing, Seller shall promptly pay the Personal Property) and assessments levied against same to Buyer. For such purposes, the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges period for which Seller Rent is liableapplicable shall be the one designated in writing by the person paying such Rent or, if there is no such designation, the Rent shall be applied first to Rent due for the current period, if any, with the balance applied in the inverse order of the Rent payments due from such charges Tenant. 5.2.2 All expenses, including without limitation, utilities and all other expenses to operate the Property shall be apportioned prorated as of the Closing. 5.2.3 Real estate taxes shall be prorated at the Closing on the basis of 100% of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses tax bills for the Property and, Property. Taxes will then be reprorated upon receipt of actual bills for the applicable periods and the responsible party will promptly pay the difference to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Propertyparty. This provision will survive Closing. 3.2.2. Notwithstanding anything contained 5.2.4 Unless the Existing Financing is paid as provided in the foregoing provisions: (a) At ClosingSection 3.7, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to payments of interest and deposits due under the Existing Financing, including without limitation, the repair escrow, the replacement reserve escrow fund, the real estate tax escrow, the hazard insurance escrow, and the mortgage insurance escrow, shall be paid to Seller at Closing. 5.2.5 With respect to any of Seller's employees that portion of such taxes and assessments which relates Buyer chooses to the period before the end of the Transition Period and Purchaser shall hire, Seller agrees to pay the taxes and assessments those employees for any accrued vacation or sick time they have earned prior to Closing. 5.2.6 All prorations under this SECTION 5.2 shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Seller and Buyer agree to cooperate and use their becoming delinquent. Any best efforts to complete such apportionment made prorations no later than sixty (60) days (except with respect to a tax year for which real estate taxes) after the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedDate.

Prorations. 3.2.15.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, “Rent”) shall, subject to the further provisions hereof, be prorated on the basis that Buyer shall receive a credit for all security deposits actually held by Seller and for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. The following Seller shall not receive a credit for any Rent Seller has not received as of (the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing allocable to the period prior to the Closing, Buyer shall promptly pay the same to Seller, after application of the same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be apportioned with respect to the Property prorated as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring assessed valuation of and rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing; and) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which are allocable to the period after the Closing). (e) any other accrued or prepaid operating expenses for 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property andclosed out effective as of the Closing Date; if such close-out is not possible, to utilities shall be prorated as of the extent customarily prorated between a purchaser and a seller Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the Commonwealth of Massachusetts, any other items pertaining to the PropertyClosing occurs). 3.2.25.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, but which are not then due and payable (collectively, the “Operating Expenses”), shall not be prorated, except as herein provided. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller Buyer shall deliver to Purchaser receive and retain any security deposits and prepaid rents (for periods Operating Expenses paid by Tenants on or after the end of the Transition Period) under the Leases or credit Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the account Closing Date; provided, however, that any monthly or periodic deposits or payments of Purchaser estimated Operating Expenses with respect to the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering month in which the period of time commencing Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the end of the Transition Period Closing Date shall be delivered by Seller to Purchaser on prorated as of the Closing Date. Buyer and Seller shall prorate at Closing, or Purchaser may elect actual Operating Expenses collected by Seller from Tenants prior to receive a credit against Closing with actual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Tenants for the Purchase Price in period of Seller’s ownership, Seller shall pay Buyer the amount of such prepaid rents. (b) Any taxes paid rebates at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to the period before of Seller’s ownership, Buyer shall promptly pay Seller the end amount so owed to the landlord upon Buyer’s receipt of the Transition Period same (and Purchaser Buyer shall pay exert diligent good faith efforts to collect the taxes and assessments prior same but shall not required to their becoming delinquentterminate any Lease or evict any Tenant in connection therewith). Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed prorations under this Agreement based upon monthly amounts shall be based upon the most recent ascertainable, and a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedbased upon a 366 day year.

Prorations. 3.2.16.2. The following 1Prorations. All income and expenses of the Property shall be apportioned as of 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) Such prorated items shall include the following: (i) any other income with respect to the Property as of received by the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsClosing Date, if any, as and when collected (for the term “rents” as used in this Agreement includes all payments due and payable by Tenants under current month not yet delinquent. Such proration shall be based on an operating statement updated not less than 1 day prior to the Leases)Closing Date; (bii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) and assessments levied against the Property;, the Contributor, subject to the Escrow Agents approval, shall escrow the funds for real estate taxes now due or delinquent for 2021, or that may becoming due and payable against ​ the Property up and to Closing. For the avoidance of doubt, the foregoing escrow requirement is an accommodation to the Contributor to pursue payment of the its tax ▇▇▇▇, however, under no circumstance shall any delinquent payment of taxes occur or a lien be created, and if for any reason the Contributor cannot satisfy the amounts, then the Escrow Agent shall be directed to pay the then due and owing taxes. (ciii) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller 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 ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other 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 the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (evii) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any or other items pertaining to the PropertyProperty which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. 3.2.2. (b) Notwithstanding anything contained in this Section 6.2.1, the foregoing provisionsfollowing shall apply: (ai) At The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, Seller 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 deliver be credited with an amount equal to Purchaser the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor. In the event that the Contributor has paid prior to the Closing any security deposits and prepaid rents (for periods on real estate taxes or assessments related to the Property applicable to the period after the end 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 that portion of the Transition Period) under the Leases or credit refunds related to a period prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end Closing that is required to be refunded to any tenant of the Transition Period Property shall be delivered to or retained by, as the case may be, the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by Seller or delivered to, as the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to Purchaser this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the ​ ​ ​ utility companies, and provide the Contributor with written evidence of the transfer at or prior to Closing. The Contributor shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (iv) The net proration credit to or charge against the Contributor on account of the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing then they shall be prorated calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based upon on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts actually paid. If taxes have been finally and assessments for completely ascertained, the current year have not been paid before Closing, Seller Operating Partnership shall prepare a final proration statement which shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates subject to the period before Contributor’s reasonable approval. Upon the end Contributor’s acceptance and approval of any final proration statement submitted by the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any Operating Partnership, such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed statement shall be based upon conclusively deemed to be accurate and final. To the most recent ascertainableextent any reconciliation is required, and the Operating Partnership shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedpermitted to offset any amounts by adjusting the Series T Limited Units transferred to the Contributor.

Prorations. 3.2.1. The following All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of the Property shall be apportioned with respect to equitably between the Property parties as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property andactual number of days in a particular month, and with respect to the extent customarily prorated between items enumerated below where a purchaser and a seller particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the Commonwealth of Massachusetts, any other following items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisionsshall be so apportioned: (ai) At ClosingMonthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, Seller as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall deliver not be prorated until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser any security deposits and prepaid rents (for periods receives amounts on account of Tenant Leases on or after the end Closing Date, such payments shall be applied (except as to the lease with the County of Los Angeles) first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. With respect to the Tenant Lease with the County of Los Angeles, however, first payments collected by Purchaser shall be delivered to Seller until all arrearages and delinquencies have been satisfied. Notwithstanding any of the Transition Periodforegoing, in the event that Purchaser within six (6) months after Closing alters the financial terms of any Tenant Lease of 2,500 square feet or less pursuant to which Seller is owed delinquent rents or charges, then, with respect to rents or charges under such Tenant Lease that are first received by Purchaser after the Leases alteration of the financial terms by Purchaser, such payments shall be payable first as follows: (x) first to Seller for the delinquent rents or credit charges which are attributable to the account of two (2) month period just prior to the Closing and (y) second to Purchaser the unapplied amount of such security deposits for any then outstanding rental obligations which first become due and prepaid rents. All prepaid rents covering the period of time commencing payable on or after the end Closing and (z) third to Seller for any remaining delinquent rents or charges which are attributable to the period prior to the Closing. For the purpose of the Transition Period preceding sentence an eviction or termination of any tenant's occupancy is not an alteration of the financial terms of any Tenant Lease. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be delivered by Seller required to Purchaser on litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsSeller shall retain all rights relating thereto. (bii) Any Real estate and personal property taxes paid at or prior to Closing shall be prorated and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the amounts actually paidlatest previous tax levies. If taxes Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments for or levies are imposed, assessed or levied against the current year have not been paid before ClosingProperty, or any portion thereof, at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall be charged at Closing promptly pay to Purchaser an amount equal to that portion of such taxes and additional assessments which relates or levies applicable to the period before the end such period. Similarly, if tax refunds become payable for periods during Seller's ownership of the Transition Period Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the Property, and Purchaser shall pay transfer all such utility services to its name and account immediately upon Closing; (vi) Service Contracts on the taxes basis of the charge or premium for the period involved; (vii) Tenant improvements costs and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year leasing commissions for which the tax rate or assessed valuationleases, or bothamendments and renewals signed after January 10, have not yet been fixed 1997, shall be based upon paid by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the most recent ascertainablemanagement and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedno proration of insurance premiums.

Prorations. 3.2.1. 5.4.1 The following shall be apportioned prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period): (a) General real estate taxes and other state or city taxes, charges and assessments affecting the Property for the 2006 tax year (payable in calendar year 2007), which are not yet due and payable shall be prorated on a “cash” basis based on (i) the actual final real estate tax ▇▇▇▇ if available, or (ii) if not available, the final real estate tax ▇▇▇▇ for the 2005 tax year subject to reproration promptly upon issuance of the actual final real estate tax for the 2006 tax year; such proration shall include appropriate adjustments for any amounts contributed, payable, reimbursable or paid by tenants at the Property in connection with the period prior to Closing such that Seller shall receive a credit for taxes to be paid by each tenant at the Property after Closing in connection with the period prior to Closing. There shall be no proration or credit for general real estate taxes and other state or city taxes, charges and assessments affecting the Property for the 2007 tax year (payable in calendar year 2008). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date or from any change in the land usage of the Property. (b) All water charges, sewer rents and vault charges on the Property on the basis of the fiscal year for which assessed. (c) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any security deposits which are held in the form of letters of credit and shall cooperate with Purchaser in causing such letters of credit to be transferred to Purchaser. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, third to the rents for the month preceding the month in which the Closing occurs, and fourth to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the end of the Transition Period (as defined in Section 6.1.1)Closing Date, as if Purchaser were vested with title to the Property as of the end of the Transition PeriodSeller shall retain all rights relating thereto. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gasAll operating expenses. (e) Value of building supplies stored at the Property, at Seller’s cost, including any taxes, on the basis of a statement from Seller’s supplier. (f) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (g) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (h) Utilities, including, without limitation, telephone, steam, electricity and other utility charges for which Seller is liablegas, if any, such charges to be apportioned at Closing on the basis of the most recent recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter reading occurring prior to Closing; andreadings are available, on the basis of such readings. (ei) Deposits with telephone and other utility companies, and any other accrued persons or prepaid operating expenses for entities who supply goods or services in connection with the Property andif the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (j) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (k) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the extent Assignment and Assumption of Leases. (l) Such other items as are customarily prorated apportioned between sellers and purchasers of real properties of a purchaser type similar to the Property and a seller located in the Commonwealth State of Massachusetts, Illinois. 5.4.2 If any other of the items pertaining described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the Propertyamounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b), (c) or (h), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b), (c) or (h), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, 5.4.3 Seller shall deliver to Purchaser be given a credit for any security deposits and prepaid rents (for periods on or after the end payments Seller shall have made as of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or in good faith and in the ordinary course of business, in respect of the capital expenditures described on Exhibit N attached hereto and made a part hereof. Purchaser may elect to receive a credit against shall assume all liability for such capital expenditures as of the Purchase Price in Closing, other than the amount of any payment made by Seller in connection such prepaid rentscapital expenditures for which Seller receives a credit under this Section 5.4.3 in connection with the Closing. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, 5.4.4 Seller shall be charged at Closing given a credit for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement to the extent that such costs and expenses are either disclosed to Purchaser prior to the expiration of the Due Diligence Period or otherwise approved by Purchaser. 5.4.5 Purchaser shall be given a credit for any unpaid tenant improvement costs, leasing commissions or other leasing costs listed on Exhibit O attached hereto and made a part hereof. 5.4.6 Purchaser shall be given a credit for any unpaid amounts payable in connection with the contracts listed on Exhibit P attached hereto and made a part hereof. 5.4.7 Purchaser shall be given a credit for any lease termination payment paid by Lincoln National Life Insurance Company pursuant to its Lease and received by Seller prior to the Closing; Purchaser shall be entitled to receive and retain any such lease termination payment paid by such tenant after the Closing. 5.4.8 Purchaser shall be given a credit (the “Free Rent Credit”) in an amount equal to that portion the sum of any remaining free rent under the Free Rent Leases (as defined herein) less $200,000. “Free Rent Leases” mean those certain Leases (as such taxes Leases exist on the date hereof) for the following specified space in the Property with (i) RidgeStone Financial, Inc. (Suites 140 and assessments which relates to 150), (ii) Optimus Solutions, LLC (Suite 250), (iii) Magma Foundry Technologies, Inc. (Suites 425 and 475) and (iv) Catalina Marketing (Suite 300). If the period before Closing occurs on the end of Scheduled Closing Date, the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedFree Rent Credit would equal $378,769.

Prorations. 3.2.1(a) Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): all non-delinquent real estate, personal property and ad valorem taxes and assessments on the Property for the year in which Closing occurs as to the Washington Properties and on an accrual basis based on the applicable tax year, which is July 1, 2016 through June 30, 2017, rather than on a calendar year basis for the California Properties, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owners of the Property (on the basis of a 366 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) seven (7) days prior to the Closing Date (the “Closing Statement”). The following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Sellers and delivered to the Property Title 51 Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, including the Transition Period (as defined in Section 6.1.1)final tax ▇▇▇▇, as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Sellers and Purchaser, subject to Closing; and the Final Proration Date (as defined below) limitation. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to 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 the end of the Survival Period (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until the Final Proration Date, and in the event any other accrued items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. (b) Purchaser will receive a credit on the Closing Statement for (i) the Acceleration Fee (as defined in the Qanta Lease) payable by Qanta Tenant to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Center Seller under the Qanta Lease, and (ii) the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Sellers and attributable to any period following the Closing Time. After the Closing, Sellers will cause to be paid or prepaid operating turned over to Purchaser all Rentals, if any, received by Sellers after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Property andapplicable Tenant Lease, to the extent customarily prorated between the same exceeds any expense stop specified in such Tenant Lease) payable to Seller under the Tenant Leases or from other occupants or users of the Individual Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a purchaser period of sixty (60) days from the Closing Date, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and a seller in the Commonwealth of Massachusetts, will not be required to conduct lock-outs or take any other items pertaining legal action to enforce collection of any such amounts owed to Sellers by Tenants of the Property. Sellers shall have the right to pursue Delinquent Rentals after Closing, provided that Sellers shall not exercise any such remedy for a period of sixty (60) days after Closing. With respect to any Delinquent Rentals received by Purchaser within the Survival Period, Purchaser shall pay to Sellers any rent or payment actually collected during the Survival Period properly 52 attributable to the Property. 3.2.2period prior to the Closing Time. Notwithstanding All sums collected by Purchaser during the Survival Period, from such Tenant (excluding Tenant payments explicitly identified by the Tenant as payment for a specific rental period, or payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Sellers in all events, notwithstanding anything contained herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Sellers. Sellers shall be entitled to institute legal actions to pursue Delinquent Rental after a period of sixty (60) days after Closing, but in no event shall Sellers be permitted to institute eviction proceedings against any Tenant. Any sums collected by Purchaser and due to Sellers will be promptly remitted to Sellers, and any sums collected by Sellers and due to Purchaser will be promptly remitted to Purchaser. Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash Tenant Deposits (to the extent the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) were made by Tenants under the Tenant Leases and are not applied or credit forfeited prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller Closing) to Purchaser on the Closing Date, or . Sellers shall also use commercially reasonable efforts to transfer to Purchaser may elect to receive a credit against the Purchase Price any Tenant Deposits that are held in the amount form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at Sellers’ cost (including Sellers’ payment of any third party transfer fees and expenses); if any of the SD Letters of Credit is not transferable, Sellers shall request the Tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Purchaser in replacement thereof and in the event such a new letter of credit is not issued in favor of Purchaser by Closing, Purchaser and Sellers shall diligently pursue such replacement after Closing and Sellers shall take all reasonable action, as directed by Purchaser and at Seller’s expense, in connection with the presentment of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon SD Letters of Credit for payment as permitted under the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end terms of the Transition Period applicable Tenant Lease, and in consideration of Sellers’ agreement as aforesaid, Purchaser shall pay indemnify, defend and hold Sellers harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing upon any of the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which SD Letters of Credit after the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedClosing.

Prorations. 3.2.16.7.1. The following Real property taxes, assessments, rents, security deposits expenses and other prorateable items shall be apportioned prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. Any reserves maintained by Seller with the Lender in connection with the Loan that have not been and are not subject to being called upon by the Lender either shall be refunded to the Seller by the Lender or credited to the Seller at the Closing. 6.7.2. All leasing commissions owing and tenant improvements to be made with respect to the Property in connection with transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against all leasing commission claims brought against Buyer or the Property arising therefrom. If any of such tenant improvements have not been completed prior to close of Escrow, Seller shall credit Buyer at the Closing with the reasonable estimated cost of completing such tenant improvements. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the end new Lease, renewal or expansion. 6.7.3. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all liabilities, damages, losses claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the Transition Period (as defined in Section 6.1.1terms of this Agreement specifically become the obligation of Buyer), as if Purchaser were vested with title to brought by third parties and based on events occurring on or before the Property as date of the end of the Transition Period. (a) rents, if any, as Closing and when collected (the term “rents” as used which are in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 3.2.26.7.4. Notwithstanding anything contained in the foregoing provisions: (a) At ClosingBuyer agrees to indemnify, defend and hold Seller shall deliver to Purchaser harmless from and against any security deposits and prepaid rents (for periods all liabilities, damages, losses, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on or after the end of the Transition Period) under the Leases or credit events occurring subsequent to the account date of Purchaser the unapplied amount of such security deposits Closing and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price which are in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates any way related to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableProperty, and shall be re-prorated post-Closing once final taxes all expenses related thereto, including, but not limited to, court costs and assessments for such period have been determinedattorneys' fees.

Prorations. 3.2.1. The following shall be apportioned with respect items relating to the Property as Assets, the ownership of the end PGE Colstrip Interests, and the operation of the Transition Period (as defined in Section 6.1.1)Colstrip Facilities, as if Purchaser were vested with title to will be allocated pro rata per diem for the Property as tax year that includes the date of the end of the Transition Period. (a) rentsClosing, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges with Seller liable for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, items to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining they are allocable to the Property. 3.2.2. Notwithstanding anything contained in period prior to the foregoing provisionsdate of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the date of the Closing: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods Property Taxes on or after the end of the Transition Period) under the Leases or credit with respect to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsAssets. (b) Any taxes Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid at or on the date of the Closing. At least ninety (90) days prior to the Closing Date, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall be prorated based upon occur before a real estate Tax rate is fixed, the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion apportionment of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed Taxes shall be based upon the most recent ascertainable, Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be re-prorated post-Closing once final taxes reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and assessments for Purchaser agree to furnish each other with such period have been determineddocuments and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06.

Prorations. 3.2.1. The following shall be apportioned (A) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and costs and free rent, as provided in Section 7.2. Any sums collected by Buyer from tenants after the Closing shall be deemed to apply to rents and other sums that were delinquent at Closing and shall be promptly paid to Seller, and the remainder shall be retained by Buyer to apply to current obligations. Buyer shall use reasonable efforts to collect such delinquent rents and Buyer shall be entitled to reimbursement for all reasonable actual costs incurred by Buyer in collecting such delinquent rents from the amounts collected therefor by Buyer. Seller retains the rights to collect any such delinquent rents from tenants after Closing. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Security deposits in the form of letters of credit shall either be reissued in the name of Buyer at Closing, or Seller shall assign its rights therein to Buyer at Closing, and will reasonably cooperate with Buyer post Closing, at no expense to Seller, to facilitate the transfer to Buyer. Seller shall use reasonable efforts to cause all security deposits in the form of letters of credit to be amended or reissued in the name of Buyer as soon as possible after the Closing, and Buyer shall cooperate with Seller in such efforts. Upon delivery to Buyer of the reissued or amended letter of credit, Seller's obligations with respect to such letter of credit shall immediately terminate, and, from and after such delivery of the reissued or amended letter of credit, Buyer shall indemnify Seller and hold harmless and defend Seller from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of the letter of credit. Seller shall receive credits at Closing for the amount of any utility or other 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 end Closing Date. Buyer agrees to release, indemnify and hold Seller harmless from all claims, liability, costs or expenses arising out of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title or relating to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses service for the Property andafter the Closing Date. Seller shall be entitled to credit for all deposits made by it with any company providing utility service. The indemnification obligation herein shall survive Closing. Seller reserves all right, title and interest in any refund obtained from any taxing authority as a result of a pending tax appeal made by Seller prior to the extent customarily prorated between a purchaser and a seller in the Commonwealth date of MassachusettsClosing; provided, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closinghowever, Seller shall deliver remit to Purchaser any security deposits and prepaid rents (Buyer, the proportionate share owed to tenants for periods on or after the end amounts in excess of the Transition Period) under the Leases or credit amounts previously paid by such tenants attributable to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end Seller's ownership of the Transition Period shall Property. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be delivered by Seller to Purchaser 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 Purchaser may elect credits shall promptly pay said sum to receive a credit against the Purchase Price in the amount of such prepaid rentsother party. (bB) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion pay one-half (1/2) of such the escrow fee, any county transfer taxes and assessments which relates applicable to the period before sale, and one-half (1/2) of any other transfer taxes applicable to the end of the Transition Period and Purchaser sale. Buyer shall pay the costs of obtaining the ALTA title insurance policy, the cost of any endorsements, one-half (1/2) of any transfer taxes applicable to the sale other than county transfer taxes and assessments prior to their becoming delinquentone-half (1/2) of the escrow fee. Any such apportionment made with respect to a tax year Recording charges and any other expenses of the escrow for which the tax rate or assessed valuation, or both, have not yet been fixed sale shall be based upon paid by Buyer and Seller in accordance with customary practice as determined by the most recent ascertainable, and Title Company. (C) The provisions of this Section 8.5 shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedsurvive the Closing.

Prorations. 3.2.1. The following prorations shall be apportioned with respect to the Property made between Purchaser and Seller as of the end date of Closing: a. All rent and additional rent under the Leases of the Transition Period Real Property (as defined in Section 6.1.1), as if Purchaser were vested with title together the “Rent”) attributable to the Property period prior to the Closing Date shall be the property of Seller, and all Rent attributable to the Closing Date and the period subsequent thereto shall be the property of Purchaser. If Rent for the month in which the Closing Date occurs has been paid by either Tenant to Seller prior to the Closing Date, then such rent shall be the property of Seller and Purchaser shall receive a credit for all such Rent attributable to the Closing Date and the period subsequent thereto. If Rent for the month in which the Closing Date occurs has not been paid by either Tenant to Seller prior to the Closing Date, then such rent shall be the property of Purchaser and Seller shall receive a credit for all such Rent attributable to the period prior to the Closing Date. Purchaser and Seller each agree to remit to the other, within thirty (30) days after receipt of same, all Rent received by them after the Closing Date which is defined as the property of the end other party pursuant to the terms of the Transition Periodthis subparagraph, which obligation shall expressly survive Closing hereunder. (a) rents, if any, as b. Ad valorem taxes and when collected (assessments for the term “rents” as used in this Agreement includes all payments due and year of Closing hereunder which are not payable by Tenants under the Leases); Leases (btogether the “Taxes”) taxes (including personal and which are attributable to the period prior to the Closing Date shall be the responsibility of Seller, and such Taxes which are attributable to the Closing Date and the period subsequent thereto shall be the responsibility of Purchaser, and shall be prorated accordingly. The parties acknowledge that under the TSA Lease, Seller is obligated to pay, on an annual basis, real property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. $1,292,195.00 (b) Any taxes paid at or prior to Closing the “Base Tax Amount”), which amount shall be prorated based upon pro-rated among the amounts actually paidparties at Closing. If The Government is obligated to pay all real property taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end in excess of the Transition Period Base Tax Amount (by reimbursement thereof to Landlord under the TSA Lease), and Purchaser such excess shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainablepro-rated at Closing, and shall be re-prorated post-collected by Purchaser directly from the Government. c. Purchaser and Seller agree that the payment process and status of all Seller maintenance costs or other Seller obligations under the Leases and all Service Contracts to be assigned to Purchaser at Closing once final taxes shall be jointly reviewed by the parties immediately following the Effective Date of this Agreement, and assessments for that based on such period have been determinedreview Purchaser and Seller shall agree to the appropriate manner of proration of such items prior to expiration of the Due Diligence Review Period.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rentsSeller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Utility charges payable by Seller, if any, as including, without limitation, electricity, water charges and when collected sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the term “rents” as used in this Agreement includes all payments Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (ii) License fees and any other amounts payable under the AT&T Wireless License, if any. (iii) Real estate taxes due and payable by Tenants under for the Leases);calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. (biv) taxes (Any unconfirmed assessments will be satisfied in full by Seller at Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including personal property taxes the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges a preliminary closing statement to be apportioned prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the most recent meter reading occurring prior to Closingbest evidence then available; and (e) any other accrued or prepaid operating expenses for thereafter, when actual figures are received, re-prorations will be made on the Property andbasis of the actual figures, to the extent customarily prorated between a purchaser and a seller final cash settlement will be made between Seller and Purchaser. No prorations will be made in the Commonwealth relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against in which event no proration will be made at the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which utility bills. Seller will be entitled to all deposits presently in effect with the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainableutility providers, and shall Purchaser will be re-prorated post-obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing once final taxes and assessments for such period have been determinedtwelve (12) months.

Prorations. 3.2.1. The following are to be apportioned as of 12:00 a.m. EDT/EST on the day of Closing. Such adjustments, if and to the extent known and agreed upon as of Closing, shall be apportioned with respect paid by Buyer to Seller (if the Property prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer). Any such adjustments not determined as of Closing shall be paid in accordance with the end of process described in the Transition Period (immediately preceding sentence, in cash or other immediately available funds as defined in Section 6.1.1), soon as if Purchaser were vested with title to the Property as of the end of the Transition Periodpracticable following Closing. (a) rentsAll non-delinquent ad valorem and non-ad valorem real property taxes and assessments for the Real Property. If the Closing shall occur before the amounts of such taxes and assessments are fixed, apportionment of such taxes and assessments shall be based upon the proposed taxes for the year 2011 promulgated by the County’s Property Appraiser’s Office using the maximum discount available or if anysaid proposed taxes are not available, then the apportionment shall be based on the taxes and charges paid for the latest applicable period using the maximum discount available. Without limiting the generality of the foregoing, the parties acknowledge that Seller may be pursuing an appeal seeking a reduction in the real property taxes applicable to the Real Property for the year 2011 or prior years. Buyer agrees to cooperate reasonably with Seller in pursuing any such appeal both prior to and after the Closing Date. All rebates resulting from any such appeal shall belong solely to Seller. Within five (5) business days after Buyer receives any such rebate, Buyer shall pay such rebate to Seller. In addition, in the event the real property taxes are prorated at Closing based on an amount which is reduced subsequent to Closing as and when collected (the term “rents” as used result of any such tax appeal, Buyer agrees to reprorate the real property taxes at the request of Seller. The Buyer’s obligations set forth in this Agreement includes all payments due and payable by Tenants under the Leases);Section 5.2(a) shall survive Closing. (b) taxes (including personal property taxes Current accounts opened by Seller paid or payable under service or utility contracts covering the Property, including, without limitation, water, gas and electric services subject to meter readings. If there is no meter or if the bills for any of the foregoing have not been issued before the Closing Date, the charges therefore shall be adjusted on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing Date on the basis of the charges for the most recent meter reading occurring prior to Closing; andperiod. (ec) any Rents collected from tenants and other accrued or occupants of the Real Property, including prepaid operating expenses for rents and other revenues collected under the Property and, Tenant Leases. Prior to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver furnish to Purchaser any security deposits Buyer and prepaid Escrow Holder a schedule of all rents (for periods on or after the end and other charges which are then payable by tenants and other occupants of the Transition Period) under the Leases or credit Real Property but which have not been paid to the account of Purchaser the unapplied amount of such security deposits and prepaid rentsdate. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller Buyer agrees that subsequent to Purchaser on the Closing Date, or Purchaser may elect any rents collected shall be applied first towards any rent arrearages owing to receive a credit against the Purchase Price Seller and shall be remitted to Seller within ten (10) days after receipt. The Buyer’s obligations set forth in the amount of such prepaid rentsthis Section 5.2(c) shall survive Closing. (bd) All security deposits collected by Seller from tenants and other occupants of the Real Property, with any and all interest accrued thereon to the extent payable to tenants, which shall be transferred to Buyer or, at Seller’s option, appropriate adjustments therefore shall be made to the Purchase Price. Any taxes paid prorations which are not expressly provided for herein shall be made in accordance with customary practice in the County. All apportionments made at the Closing pursuant to this Section 5.2 shall survive closing for a period of sixty (60) days. At the expiration of said period, unless either Seller or Buyer objects to an apportionment or proration, all adjustments shall be deemed final. Notwithstanding anything set forth in this Agreement to the contrary, Buyer acknowledges and agrees that Seller shall not be responsible for any costs, expenses or other amounts relating to or arising from the Property prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, date on which Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates acquired title to the period before the end of the Transition Period and Purchaser Property, which shall pay the taxes and assessments prior include, without limitation, any costs or expenses related to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuationany code violations, or bothopen permits, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determineddelinquent utility charges and/or liens.

Prorations. 3.2.1Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers 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 following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Sellers and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made -39- at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expense Recoveries), and a seller Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the Commonwealth of Massachusetts, event any other items pertaining subject to proration hereunder are discovered prior to the Property. 3.2.2Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to use the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Datefollowing, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If estimated 2016 real estate taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end purposes of the Transition Period proration of same at Closing: (x) $172,450.00 for the Cherokee Plaza Real Property and Purchaser shall pay the taxes Cherokee Plaza Improvements, (y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable▇▇▇▇▇ Plains Exchange Improvements, and shall be re-prorated post-Closing once final taxes (z) $105,000.00 for the ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and assessments for such period have been determinedthe ▇▇▇▇▇▇▇▇ Bridge Commons Improvements.

Prorations. 3.2.1. The following shall be apportioned 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 Property 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 apportioned between Seller and Purchaser as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes Closing Date based on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, number of days of such charges to be apportioned at Closing on the basis of the most recent meter reading taxable period occurring prior to Closing; and the Closing Date (ethe "Pre-Closing Tax Period") any other accrued or prepaid operating expenses for and the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth number of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods days of such taxable period occurring on or after the end of Closing Date (the Transition "Post-Closing Tax Period) under "). Seller shall be liable for the Leases or credit to the account of Purchaser the unapplied proportionate amount of such security deposits and prepaid rentsTaxes that is attributable to the Pre-Closing Tax Period. All prepaid rents covering the period of time commencing on or As soon as practical after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, Seller and Purchaser shall present a statement for reimbursement for such Taxes with respect to which each is entitled to reimbursement under this Section 15.4(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any ▇▇▇▇ 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 ▇▇▇▇ to Purchaser who shall pay the same to the appropriate Taxing authority, provided that if such ▇▇▇▇ covers the Pre-Closing Tax Period, Seller shall also remit to Purchaser prior to the due date of assessment payment the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser may elect shall thereafter make a payment for which it is entitled to receive 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 credit against the Purchase Price in statement setting forth the amount of reimbursement to which the presenting party is entitled along with such prepaid rents. supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and not made within ten (b10) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion days of such taxes and assessments which relates to the period before the end delivery of the Transition Period and Purchaser statement shall pay bear interest at the taxes and assessments prior rate per annum determined, from time to their becoming delinquent. Any such apportionment made with respect to a tax year time, under the provisions of Section 6621(a)(2) of the Code for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedeach day until paid.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the LeasesClosing Date); (b) taxes (including personal ; real property taxes on the Personal Property) and assessments levied against the Property; assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing calculated on the basis of the most recent meter reading occurring prior to Closingperiod covered); and (e) and any other accrued or prepaid operating expenses of the operation and maintenance of the Property (including, without limitation, expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the date the Deeds are recorded on the basis of a 365-day year. Seller shall receive a credit at Closing for the Property and, tenant improvements and leasing commissions described in Section 7.2. Any sums collected by Buyer from tenants after the Closing shall be promptly paid to current rents and then to Seller to the extent customarily prorated between of any remaining rents and other sums which were delinquent at Closing. Buyer shall use reasonable efforts to collect such delinquent rents but shall have no obligation to commence a purchaser and a seller in legal proceeding to collect such sums. If Buyer has not been able to collect any delinquent rents within ninety (90) days after the Commonwealth Closing, Seller may bring legal actions to collect such rents, provided Seller shall have no right to terminate any tenant's lease. The amount of Massachusetts, any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other items pertaining deposits with respect to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver use reasonable efforts to Purchaser obtain a utility reading immediately prior to the Closing Date. 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 security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits aforesaid prorations and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall credits cannot be delivered by Seller to Purchaser 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 Purchaser may elect credits shall promptly pay said sum to receive a credit against the Purchase Price in the amount of such prepaid rentsother party. (b) Any taxes paid at or prior to Closing shall be prorated based upon For the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingproperties located in Arizona, Seller shall pay for the premium for a standard coverage title policy. Buyer shall pay for (i) the additional premium for extended coverage and (ii) the cost of all endorsements. The escrow fees and recording costs shall be charged at Closing an amount equal to that portion equally borne by both Buyer and Seller. For the property located in New Mexico, Seller shall pay for the title insurance policy. Buyer shall pay for (i) the cost of such taxes all endorsements and assessments which relates to the period before costs of deleting the end standard preprinted exceptions, (ii) all recording costs and (iii) the environmental audit and any other inspections. The escrow fees shall be equally borne by both Buyer and Seller. For the property located in Texas, Seller shall pay for (i) the title insurance premium, and (ii) the cost of recording the deed. Buyer shall pay for the cost of all endorsements. The escrow fees shall be equally borne by both Buyer and Seller. For the properties located in Colorado, Buyer shall pay for (i) all recording costs, (ii) the documentary fees and (iii) the costs of all endorsements and extended title coverage. Seller shall pay for the premium for basic title coverage. The escrow fees shall be equally borne by both Buyer and Seller. All other costs associated with the closing of the Transition Period and Purchaser transaction contemplated herein shall pay be paid in accordance with the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for local custom of the county in which the tax rate or assessed valuation, or both, have not yet been fixed Property is located. (c) The provisions of this Section 8.5 shall be based upon survive the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedClosing.

Prorations. 3.2.1. The following (a) At the Closing, all Taxes related to the Owned Real Property (and the Leased Real Property to the extent such Taxes are the responsibility of the tenant under the relevant Lease) (“Real Estate Taxes”) shall be apportioned pro rated as follows: (i) with respect to the Real Property located in Wisconsin, on a calendar year basis, as of the end Closing Date; and (ii) with respect to Real Property located in Iowa, (A) Seller shall be responsible for the Real Estate Taxes billed in (or around) September 2009 and all prior Tax bills, and (B) the Real Estate Taxes billed in (or around) March 2010 shall be prorated and adjusted between the parties, based upon their respective ownership during the first six (6) months of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases);2009; and (b) taxes Seller shall be responsible for all special assessment installments related to the Owned Real Property (including personal property taxes and the Leased Real Property to the extent such special assessment installments are the responsibility of the tenant under the relevant Lease), which are billed (even if not yet due) on or prior to the Personal PropertyClosing Date, and Buyer shall pay all special assessment installments related to the Owned Real Property (and the Leased Real Property to the extent such special assessment installments are the responsibility of the tenant under the relevant Lease) and assessments levied against first billed after the Property;Closing Date. (c) payments Personal property Taxes allocable to the personal property to be purchased under this Agreement which are billed or are to be billed in 2009 shall be prorated and adjusted between the Contracts;parties, on a calendar year basis, as of the Closing Date. (d) gasAll rent payments, electricity common area maintenance (CAM) charges, utility bills and other utility similar charges for which Seller is liable, if any, such charges related to the Acquired Real Property shall be apportioned at Closing on the basis prorated as of the most recent meter reading occurring prior to Closing; andClosing Date. (e) All payroll Taxes and other similar Liabilities related to the Representatives of the Company Group shall also be prorated as of the Closing. (f) With respect to any items to be prorated, including, without limitation, Taxes, that have not been billed as of the Closing, agreed upon estimates shall be used in prorations, and such estimates shall be deemed to be conclusive. (g) Notwithstanding any other accrued provisions hereof, all amounts that are the responsibility of, or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closingotherwise allocated to, Seller under this Section 2.13 shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against reduce the Purchase Price at Closing either directly or as a reduction in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end calculation of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedNet Equity Amount.

Prorations. 3.2.1. 5.4.1 The following shall be apportioned with respect to the Property prorated between Seller and Purchaser as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes 12:01 a.m. on the Personal Property) and assessments levied against the Property; Closing Date (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for actual number of days elapsed over the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions:applicable period regardless when payable): (a) At ClosingAll real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller shall deliver to Purchaser be charged with or be responsible for any security deposits and prepaid rents (for periods increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the end Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Transition Period) Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or credit forfeited prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), or Seller shall (i) deliver to Purchaser may elect at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid rentsitems, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax refund received by Seller and arising out of the tax certiorari proceedings for calendar years 2003 through 2006. This provision shall survive the Closing. (a) Intentionally deleted. (b) Any If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes paid at or prior to the Closing shall be prorated based upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the date hereof. Seller shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts actually paidowed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If taxes at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and assessments for the current year have not been paid before Closingprorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates responsible for paying all fees, costs or commissions owing to the period before Broker (as defined in Section 11.1.2) with regard to the end transactions contemplated by this Agreement. 5.4.5 The provisions of this Section 5.4 shall survive the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedClosing.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Subsection 10.4(b) below. (ii) Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (vi) The value of fuel stored at the Real Property, at Seller's most recent cost, including taxes, on the basis of a reading made within five (5) days prior to the Closing by Seller's supplier. No adjustments shall be made on account of the Ground Lease. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The following estimated Closing prorations shall be apportioned with respect set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Property Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Date, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior to Closingbest evidence then available; and (e) any other accrued or prepaid operating expenses for thereafter, when actual figures are received, re-prorations will be made on the Property andbasis of the actual figures, to the extent customarily prorated between a purchaser and a seller final cash settlement will be made between Seller and Purchaser. No prorations will be made in the Commonwealth relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser may elect will be obligated to receive a credit against make its own arrangements for any deposits with the Purchase Price in utility providers. The provisions of this Section 10.4(a) will survive the amount of such prepaid rentsClosing for eighteen (18) months. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Proration Time) of all Rental previously paid before to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rental, if any, received by Seller after Closing an amount equal and attributable to that portion any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration share of such taxes building operation and assessments which relates maintenance costs and expenses as provided for under the Lease, to the period extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the end of the Transition Period and Proration Time. Delinquent Rental will not be prorated. Purchaser shall pay the taxes and assessments prior agrees to their becoming delinquent. Any such apportionment made use good faith collection procedures with respect to a the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below and excluding payments on account of 1999 reconciliations of operating expenses, utilities and real estate tax year for which the tax rate payments or assessed valuation, or both, have not yet been fixed shall payments in lieu thereof) will be based upon the most recent ascertainable, applied first to current amounts owed by such Tenant to Purchaser and shall then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be re-prorated post-Closing once final taxes and assessments for such period have been determinedpromptly remitted to Seller.

Prorations. 3.2.1. The following shall be apportioned with respect 5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, “Rent”) shall, subject to the Property further provisions hereof, be prorated on the basis that Buyer shall receive a credit for all security deposits actually held by Seller and for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the end Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the same to Seller, after application of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title same to any rent due from the Property applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring assessed valuation of and rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing; and) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which arc allocable to the period after the Closing). (e) any other accrued or prepaid operating expenses for 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property andclosed out effective as of the Closing Date; if such close-out is not possible, to utilities shall be prorated as of the extent customarily prorated between a purchaser and a seller Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the Commonwealth of Massachusetts, any other items pertaining to the PropertyClosing occurs). 3.2.25.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, but which are not then due and payable (collectively, the “Operating Expenses”), shall not be prorated, except as herein provided. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller Buyer shall deliver to Purchaser receive and retain any security deposits and prepaid rents (for periods Operating Expenses paid by Tenants on or after the end of the Transition Period) under the Leases or credit Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the account Closing Date; provided, however, that any monthly or periodic deposits or payments of Purchaser estimated Operating Expenses with respect to the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering month in which the period of time commencing Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the end of the Transition Period Closing Date shall be delivered by Seller to Purchaser on prorated as of the Closing Date. Buyer and Seller shall prorate at Closing, or Purchaser may elect actual Operating Expenses collected by Seller from Tenants prior to receive a credit against Closing with actual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Tenants for the Purchase Price in period of Seller’s ownership, Seller shall pay Buyer the amount of such prepaid rents. (b) Any taxes paid rebates at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to the period before of Seller’s ownership, Buyer shall promptly pay Seller the end amount so owed to the landlord upon Buyer’s receipt of the Transition Period same (and Purchaser Buyer shall pay exert diligent good faith efforts to collect the taxes and assessments prior to their becoming delinquentsame). Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed prorations under this Agreement based upon monthly amounts shall be based upon the most recent ascertainable, and a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedbased upon a 366 day year.

Prorations. 3.2.1. 5.4.1 The following shall be apportioned prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges actually received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date in accordance with the terms of the respective Leases) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs (and prorated between Purchaser and Seller accordingly), second, to the rents that shall then be due and payable to Purchaser for the period of time following the month in which Closing occurs, and third to any unpaid rents owed to Seller for the period of time prior to the month in which Closing occurs, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to seek to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the end of the Transition Period (as defined in Section 6.1.1)Closing Date, as if Purchaser were vested with title to the Property as of the end of the Transition PeriodSeller shall retain all rights relating thereto. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under All income and operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Contracts;Property and located in the same geographic area as the Property. (d) gasCharges and payments under Assumed Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (e) Any fees or licenses prepaid by Seller for which Purchaser will receive credit or benefit following Closing, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (f) Utilities, including, without limitation, telephone, steam, electricity and other utility charges for which Seller is liablegas, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior recently issued bills therefor, subject to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or adjustment after the end of Closing when the Transition Period) under next bills are available, or if current meter readings are available, on the Leases or credit to the account of Purchaser the unapplied amount basis of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsreadings. (bg) Any taxes paid Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at or prior to Closing the Closing, which shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal credited in their entirety to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedSeller. (h) Intentionally Deleted. (i) Intentionally Deleted. (j) Intentionally Deleted.

Prorations. 3.2.112.1. The following shall be apportioned with respect to the Property as Rents (exclusive of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) delinquent rents, if any, as but including prepaid rents); refundable security deposits (which will be assigned to and when collected (the term “rents” as used in this Agreement includes all payments due assumed by Purchaser and payable by Tenants under the Leasescredited to Purchaser at Closing); (b) taxes (including ; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and similar items shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Personal Property) Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser and other utility charges for Assessments payable in installments which Seller is liable, if any, such charges are attributable to the period of time prior to Closing shall be paid by Seller. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to Closing; and and including the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (e10) any other accrued or prepaid operating expenses days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, subject to proration for the Property andmonth of Closing. Purchaser shall use its best efforts to collect all amounts which, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusettsupon collection, any other items pertaining to the Property. 3.2.2would constitute Post-Closing Receipts hereunder. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or Within 120 days after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect shall deliver to receive Seller a credit against reconciliation statement of Post-Closing Receipts through the Purchase Price first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the amount terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of such prepaid rents. (b) Any taxes paid at or prior Purchaser's books and records to verify the accuracy of the Post-Closing shall be prorated based Receipts reconciliation statement and upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingverification of additional funds owing to Seller, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated postSeller said additional Post-Closing once final taxes Receipts. Seller will pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and assessments for such period have been determinedthe delivery and recording of the deed.

Prorations. 3.2.1. The following adjustments to the Purchase Price shall be apportioned with respect to made at the Property Closing by proration of the amounts as specified below as of the end 11:59 p.m. of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to date preceeding the Property as of the end of the Transition Period.closing: (a) rents, if any, as Ad valorem real estate and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on applicable to the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges Properties for which Seller is liable, if any1996, such charges apportionment to be apportioned at Closing made on the basis of the most recent meter reading occurring prior to Closing; and (e) previous year's taxes unless the bill therefor is avail▇▇▇▇. Once the taxes for 1996 are established, upon written demand by either party, the parties shall promptly recompute such proration in accordance with the current tax figures, and any other accrued excess payment or prepaid operating expenses for the Property and, credit received by a party shall promptly be reimbursed by it to the extent customarily prorated between a purchaser other party. Buyer shall have the right to contest the 1996 taxes and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver provide Buyer with any information in Seller's possession to Purchaser any security deposits assist such contest. The provisions for readjustment of taxes are intended to and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on survive the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsthis transaction. (b) Any taxes Water and sewer rentals, charges for the 10/29/96 6 supply of electricity, gas, trash collection and other utility and service charges. (c) Charges and receipts under service, maintenance, and other like contracts affecting the Subject Property. The amount of charges paid at or by Seller prior to the Closing and attributable to a period after the Closing shall be credited to Seller. The amount of receipts received prior to the Closing and attributable to a period after the Closing shall be credited to Buyer. (d) All other proratable items with respect to the Subject Property, including, but not limited to, rents. Security deposits shall be transferred as an escrow item which shall not adjust the Purchase Price. Rents and reimbursements for periods prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year which have not been paid before collected as of Closing, Seller shall be charged at Closing an amount equal applied first to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final date delinquencies, and then to pre-Closing date delinquencies. (e) All items to be adjusted for which figures are not available at the Closing, including real estate taxes for the year 1996, will be adjusted, and assessments for such period have been determinedpayment therefor will be made by Seller to Buyer or by Buyer to Seller, as appropriate, as soon as figures are available after the Closing and, in the case of revenues, if any, when they are collected.

Prorations. 3.2.1Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of Section10.4(b) below), expenses under the Permitted Exceptions, expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property, expenses related to, and payment obligations included in, the Outparcel Obligations, and payment rights included in the Outparcel Rights (in each case, on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) at least two (2) Business Days prior to the Closing Date (the “Closing Statement”). The following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Seller and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made, if possible, as of the Closing Time, in which event no proration will be made at the Closing with respect to 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; and . A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before December 15, 2021 (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above) will survive the Closing until the Final Proration Date has occurred, and in the event any other accrued or prepaid operating expenses for the Property and, items subject to proration hereunder are discovered prior to the extent customarily prorated between a purchaser and a seller in Final Proration Date, the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period same shall be delivered promptly prorated by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against parties in accordance with the Purchase Price in the amount terms of such prepaid rentsthis Section 10.4. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. The following At the Closing, prorations between the applicable Seller, on the one hand, and Buyer, on the other hand, shall be apportioned made for each Property as follows: (a) All general ad valorem taxes, special assessments and other taxes or charges of a similar nature imposed by any Governmental Authority against a CLP Managed Property, or by any applicable property owners association, utility district or any other body (collectively, the “Impositions”) against the CLP Managed Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date, together with all payroll taxes, sales taxes, license taxes, liquor taxes and use taxes that are due and payable with respect to the Property CLP Managed Properties on or before the Closing Date, shall have been paid by the applicable Seller on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the end amount of Impositions that relate to the Transition Period period on and after the Closing Date (as defined in Section 6.1.1and the Sellers shall be responsible for the payment of such Impositions relating to the period prior to the Closing Date). To the extent that Impositions for CLP Managed Properties for the current year have accrued but are not yet due and payable, such amounts shall be paid by Buyer following the Closing Date, and Buyer shall receive a credit against the Purchase Price for the amount thereof that is attributable to the period prior to Closing, such pro ration to be based on the most recent available information, as if Purchaser were vested with title adjusted by any known changes relating to the Property as of period during which the end of Closing occurs, and shall be subject to true-up pursuant to Section 6.5(l). Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants Tenant under the Leases);Lease for such CLP Leased Property is responsible to pay all Impositions with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5. (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) All charges for gas, electricity electricity, water, telephone, sewer and other utility charges utilities for which Seller is liable, if any, such charges to the CLP Managed Properties shall be apportioned at Closing prorated on the basis of the most recent meter reading occurring prior available information, as reasonably adjusted to Closingaccount for known variances from usage that would not otherwise be reflected in such information. Sellers shall receive a credit for, and shall assign to Buyer, all deposits made by Sellers at the CLP Managed Properties for any utility services; and (e) any other accrued or prepaid operating expenses for Sellers shall request that the Property and, companies and municipalities furnishing utility services to the extent customarily prorated between a purchaser and a seller in CLP Managed Properties make termination readings on the Commonwealth morning of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect on a date as soon thereafter as practicable, and submit final statements for utility services, which shall be reconciled pursuant to the Statement of Adjustments. Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the Tenant under the Lease for such CLP Leased Property is responsible to pay all such utility charges with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5. (c) With respect to the CLP Managed Properties, all membership dues for the month in which the Closing occurs or for any subsequent period after Closing, all items of expense under Approved Contracts, and all membership fees, charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other income items that have accrued to the accounts of members or customers of the CLP Managed Properties but that have not been invoiced as of the Closing Date, shall be prorated as of the Closing Date. (d) All prepaid membership dues, fees or charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other charges collected by Seller or the Manager with respect to the CLP Managed Properties shall be prorated as of the Closing Date. (e) Buyer shall receive a credit in the amount of all deposits received by Sellers or Manager for Bookings to take place after the Closing with respect to the CLP Managed Properties (and shall assume all liability arising after Closing with respect thereto). (f) Buyer shall receive a credit for all gift certificates, rain checks, or other instruments redeemable for goods or services at the CLP Managed Properties and sold or issued on or after the date that is twelve (12) months prior to the Closing Date, to the extent they have neither been redeemed nor expired as of the Closing Date. (g) Buyer shall receive a credit for any cash security deposit held by Sellers pursuant to any of the Leases, to the extent such security deposit or any portion thereof has not been retained by Sellers prior to the Closing Date pursuant to the terms of the applicable Lease, and Buyer shall thereafter be responsible for the return of such deposit in accordance with the applicable lease; Seller shall receive a credit for any cash security deposit held by Ground Lessors pursuant to any of the Ground Leases, to the extent such security deposit or any portion thereof has not been retained by the Ground Lessors prior to the Closing Date pursuant to the terms of the applicable Ground Lease. (h) All other items of income or expense with respect to the CLP Managed Properties shall be prorated as of the Closing Date, with all such items of income and expense that relate to the Closing Date and the period after the Closing Date being credited and/or charged, as applicable, to the Buyer’s account. Without limiting the generality of the preceding sentence, (i) income received by Sellers and accounts receivable that represent ▇▇▇▇▇▇▇▇ for goods and services to be rendered on or after the Closing Date shall be for the account of Buyers, (ii) pre-paid expenses which relate to goods or services to be provided to the CLP Managed Properties in the ordinary course of business on or after the Closing Date shall be borne by Buyers, and (iii) refunds, to the extent relating to the period prior to the Closing, shall be for the account of the applicable Seller. (i) Buyer and Seller acknowledge and agree that the balance of all tax and insurance escrow accounts described in the Leases and Management Agreements and held by Seller (the “Escrow Accounts”) and the balance of all Prepaid Annual Membership Dues (as defined in the Leases and/or Management Agreements) held by Seller shall be transferred and assigned by Seller to Buyer at the Closing (or alternatively, Buyer shall receive a credit to/reduction of the Purchase Price in the amount of such Escrow Accounts and Prepaid Annual Membership Dues) and Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement. (j) Buyer and Seller acknowledge and agree that the balance of all cap ex reserve accounts at the Properties (the “Reserves”) are set forth on Schedule 10.1(v)(A) as of the date of such report. Buyer shall receive a credit against the Purchase Price in the amount of the balance of such prepaid rents. (b) Any taxes paid at or Reserves in place on the day prior to the Closing shall be prorated based upon Date (which amount includes an uncommitted contingency component which is being credited against the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing Seller’s obligation to credit Buyer an amount equal to that portion of such taxes the Arrowhead Tap Fee pursuant to Section 5.2(c)), and assessments which relates Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement, including the obligation to the period before the end establish new reserve accounts as may be required. Seller shall retain ownership of the Transition Period Reserve accounts which are not included in the Property. Prior to Closing, deposits into and Purchaser shall pay withdrawals from the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed Reserves shall be based upon made in the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedordinary course of business in accordance with the terms of the applicable Lease or Management Agreement. (k) XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the LeasesClosing Date); (b) taxes (including personal ; real property taxes on the Personal Property) and assessments levied against the Property; assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing calculated on the basis of the most recent meter reading occurring prior to Closingperiod covered); and (e) and any other accrued or prepaid operating expenses for of the operation and maintenance of the Property and(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 be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by Buyer from tenants after the Closing shall be promptly paid to Seller to the extent customarily prorated between a purchaser of any rents and a seller other sums which were delinquent at Closing, after first applying all such amounts collected to current obligations. Buyer shall use reasonable efforts to collect such delinquent rents but shall not be obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. 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 Commonwealth nature of Massachusettsan unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other items pertaining deposits with respect to the Property. 3.2.2. Notwithstanding anything contained , in which case all such deposits for which Seller receives credit shall remain in place for the foregoing provisions: (a) At Closing, benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to Purchaser assign such deposits to Buyer. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. Seller and Buyer hereby agree that if any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits aforesaid prorations and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall credits cannot be delivered by Seller to Purchaser 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 Purchaser may elect credits shall promptly pay said sum to receive the other party. Seller and Buyer shall jointly prepare and approve a credit against preliminary Closing Statement on the Purchase Price in basis of the amount leases and other sources of income and expenses, and shall deliver such prepaid rentscomputation to the Title Company prior to the Closing. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser The parties shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.closing costs below as follows:

Prorations. 3.2.1. The At each Closing, the following shall be apportioned with respect to and adjusted between each Contributor, on the Property one hand, and the New Company, on the other hand, as of 11:59 p.m. (Eastern Standard Time) as of the end last day of the Transition Period calendar month immediately preceding the month in which the applicable Closing occurs (as defined in Section 6.1.1the “Prorations Date”), as if Purchaser were vested with title the Contributor responsible for matters relating to its Contributed Properties for the period prior to the Property Prorations Date, and the New Company responsible for matters relating to such Contributed Properties from and after the Prorations Date, except as of the end of the Transition Period.otherwise specified: (a) rentsrents and additional rents under or in respect of Tenant Leases, if anyas, as when and when collected (to the term “rents” as used in this Agreement includes all payments due and extent actually collected, on the basis of the period for which payable by Tenants under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period, along with security, pet, key and any other deposits held by the landlord under the Tenant Leases; (b) any real property taxes, water and sewer rents and charges; any tax credit or refund collected as a result of any real property tax appeal; vault taxes or charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. If actual tax bills are not available, taxes shall be apportioned based on the most recent tax bills available, with a post-Closing adjustment to be made as soon as tax bills for the fiscal year during which the Closing occurs become available; (c) subject to Section 4.5, electric, gas, steam and other public utility charges for services furnished to the Contributed Properties, on the basis of the actual number of days in any period covered by the charge being apportioned (except that no apportionment shall be made for any of such items as are furnished and charged by the applicable utility company directly to tenants under the Tenant Leases); (bd) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments all charges under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring actual number of days in any period covered by the charge being apportioned. The Tarragon Contributors with respect to the Tarragon Properties, and the Northland Contributors with respect to the Northland Properties shall bear the cost of all installments or amounts of items which are being apportioned under this Section which became due and payable prior to Closingthe Prorations Date; and (e) any such other accrued or prepaid operating expenses for the Property and, items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the PropertyContributed Properties. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. The following All revenues, income, receiv- a▇▇▇▇, costs, expenses and payables of the Property shall be apportioned with respect to equitably between the Property parties as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property andactual number of days in a particular month, and with respect to the extent customarily prorated between items enumerated below where a purchaser and a seller particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the Commonwealth of Massachusetts, any other following items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisionsshall be so apportioned: (ai) At ClosingMonthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, Seller as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall deliver not be prorated until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser any security deposits and prepaid rents (for periods receives amounts on account of Tenant Leases on or after the end Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Transition PeriodProperty as of the Closing Date, Seller shall retain all rights relating thereto. (ii) under Real estate and personal property taxes and any special assessments, taking into consideration discounts for the Leases or credit earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the account extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the unapplied amount obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing Property or from any improvements made or lease entered into on or after the end Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the Transition Period shall be delivered duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants which have not been validly applied by Seller to a prior default by any of such tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Subject to the provisions of Paragraph 12(c) below, utility charges levied against Seller or the Property, and Purchaser shall transfer all such utility services to its name and account immediately upon Closing; (vi) Service Contracts on the Closing Datebasis of the charge or premium for the period involved; (vii) Tenant improvements costs and leasing commissions for leases signed after the November 1, or 1996 shall be paid by Purchaser may elect to receive a credit against the Purchase Price if approved by Purchaser in the amount of such prepaid rentsaccordance with Paragraphs 7(a) and 7(b). (bviii) Any taxes paid at or prior to Closing All other operating expenses incurred in the management and operation of the Property. No insurance policies shall be prorated based upon the amounts actually paid. If taxes assigned hereunder, and assessments for the current year have not been paid before Closing, Seller accordingly there shall be charged at Closing an amount equal to that portion no proration of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedinsurance premiums.

Prorations. 3.2.1. The following It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to operate the Property from and after Closing and, pursuant to said Property Lease, shall be apportioned with respect entitled to all revenues generated from, and shall be obligated to pay all taxes and expenses (including all rental due under the Ground Lease) relating to, the Property as from and after Closing and during the entire term of the end Property Lease (subject, however, to payment of the Transition Period (as defined various rentals otherwise described in Section 6.1.1said Property Lease). As a result of the foregoing, as if Purchaser were vested with title to there shall be no proration, at Closing, of any revenue, tax or expense items hereunder. However, for purposes of determining "Additional Rent" due and owing under the Property as of Lease for the end of year in which the Transition Period. Closing Date (a) rentsi.e., if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants "Commencement Date" under the Leases); (bProperty Lease) taxes (including personal property taxes on occurs, the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisionsparties agree as follows: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered revenue received by Seller that relates to Purchaser on time periods after the Closing Date, including, but not limited to, deposits, advance registration and other fees previously received by Seller, rents, membership dues, initiation fees, prepaid greens fees, coupon book receipts, gift certificates, discount certificates, locker rentals, tournament fees, tradeouts, function deposits, and bag storage charges, shall be deemed "Golf Course Revenue" or Purchaser "Other Revenue" (as the case may elect be) under the Property Lease, attributable to receive a credit against periods following the Purchase Price Commencement Date of the Property Lease term on an accrual basis in the amount of such prepaid rentsaccordance with generally accepted accounting principles. (b) Any taxes paid at or All of Seller's receivables, unreceived revenue and deferred income relating to the operation of the Property prior to the Closing Date and not otherwise provided for in this Section 10.2 or elsewhere in this Agreement, shall remain the property of Seller ("SELLER'S RECEIVABLES") and shall not be deemed "Golf Course Revenue" or "Other Revenue" under the Property Lease attributable to any period falling within the term of the Property Lease. It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to attempt to collect Seller's Receivables following the Closing Date. Regardless of payee designation, all payments received following the Closing Date by the Lessee, as lessee under the Property Lease, from any club member who has an outstanding Seller's Receivables shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall presumed to be charged at Closing an amount equal to that portion of such taxes and assessments which relates payments in respect to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainablecurrently due charges, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedthereafter to outstanding Seller's Receivables in the inverse order of maturity.

Prorations. 3.2.1. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) on an accrual basis (except for real estate and personal property taxes and assessments which will be on a cash basis): real estate and personal property taxes and assessments which are required to be paid during the calendar year in which the Closing occurs (on a cash basis so that such proration pursuant to this Section 10.4(a) shall be apportioned with respect to taxes payable in the Property year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to 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 prior to Closing; and April 30, 2011. The provisions of this Section 10.4 (excluding subsection (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser which is governed by Section 3.2 above and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: subsection (af) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Periodwhich is governed by Section 16.1 below) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on will survive the Closing Dateuntil May 31, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents2011. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Closing Time) of all Rentals previously paid before to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing an amount equal and properly attributable to that portion of such taxes and assessments which relates to any period following the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquentClosing Time. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.“Rentals” as used herein includes fixed

Prorations. 3.2.1Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers 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 following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Sellers and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expense Recoveries), and a seller Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the Commonwealth of Massachusetts, event any other items pertaining subject to proration hereunder are discovered prior to the Property. 3.2.2Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to use the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Datefollowing, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If estimated 2016 real estate taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end purposes of the Transition Period proration of same at Closing: (x) $172,450.00 for the Cherokee Plaza Real Property and Purchaser shall pay the taxes Cherokee Plaza Improvements, (y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable▇▇▇▇▇ Plains Exchange Improvements, and shall be re-prorated post-Closing once final taxes (z) $105,000.00 for the ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and assessments for such period have been determinedthe ▇▇▇▇▇▇▇▇ Bridge Commons Improvements.

Prorations. 3.2.1. The following prorations shall be apportioned with respect made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365- day year. At least two (2) business days prior to the Property Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative proration schedule setting forth a preliminary determination. 5.2.1 Rentals, prepaid rentals and prepaid payments (and all accrued interest thereon, if any) (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing and for all security deposits held by Seller. Buyer shall not receive a credit for any Rent Seller has not received as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title Closing which is allocable to the Property period prior to the Closing. If Buyer shall collect any such Rent after the Closing, Buyer shall promptly pay the same to Seller (provided that all rent collected by Buyer after Closing shall be first applied to unpaid rent accruing after the Closing Date). 5.2.2 Real estate taxes and assessments shall be prorated as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses tax statement for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained 5.2.3 Any adjustments or prorations not finally determined or agreed upon as of the Closing Date shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, from time to time in cash as soon as practicable following the foregoing provisions:receipt or determination of the information necessary to make the adjustments after the Closing Date. (a) At Closing5.2.4 Without limiting the generality of Section 5.2.3, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the adjustments with tenants under the Leases at the end of the Transition Periodcalendar year in which the Closing occurs (or other applicable period) under for taxes, assessments, maintenance charges and operating expenses (collectively, "CAM Charges"), Buyer shall prepare and present to Seller a calculation of the Leases or credit re-proration of taxes, assessments, CAM Charges and those operating expenses to which the account of Purchaser CAM Charges relate, based on the unapplied actual amount of such security deposits items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer's calculation. In addition, Seller shall provide Buyer with a credit for any unpaid tenant improvement expenses that are the landlord's obligation under Leases (other than New Documents and prepaid rentsother than the $38,200 tenant improvement expense under the Lease with the University of Phoenix), and a credit for any free rent granted to tenants under Leases other than New Documents (other than the one month of free rent granted to the University of Phoenix for the month of March 2000). All prepaid rents covering the Seller represents to Buyer that Seller shall not dissolve or otherwise cease conducting business within one year after Closing and shall maintain sufficient assets to enable it to reasonably comply with its obligations under this paragraph and satisfy its other indemnification obligations under this Agreement. 5.2.5 For a period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on twelve (12) months following the Closing Date, Buyer and Buyer's successors and assigns shall make available to Seller, and Seller shall make available to Buyer and Buyer's successors and assigns, and their respective employees, agents and representatives, all books and records maintained with respect to the Property which relate to any of the items to be prorated or Purchaser may elect to receive a credit against allocated under this Agreement in connection with the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing Closing, which books and records shall be prorated based made available for inspection and copying upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquentreasonable notice during ordinary business hours. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed inspection shall be based upon at reasonable intervals and at the most recent ascertainable, inspecting party's sole cost and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedexpense.

Prorations. 3.2.1. The following All revenues, income, receivables, costs, expenses and payables of the Property shall be apportioned with respect to equitably between the Property parties as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property andactual number of days in a particular month, and with respect to the extent customarily prorated between items enumerated below where a purchaser and a seller particular manner of apportion- ment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the Commonwealth of Massachusetts, any other following items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisionsshall be so apportioned: (ai) At ClosingMonthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, Seller as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall deliver not be prorated until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser any security deposits and prepaid rents (for periods receives amounts on account of Tenant Leases on or after the end Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Transition PeriodProperty as of the Closing Date, Seller shall retain all rights relating thereto. (ii) under Real estate and personal property taxes and any special assessments, taking into consideration discounts for the Leases or credit earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the account extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the unapplied amount obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing Property or from any improvements made or lease entered into on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (biii) Any taxes paid at or prior Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to Closing tenants, and any other deposits and prepaid rent, shall be prorated based upon credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the amounts actually paid. If taxes and assessments for the current year have not been paid before ClosingProperty, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay transfer all such utility services to its name and account immediately upon Closing; (vi) Service Contracts on the taxes basis of the charge or premium for the period involved; (vii) Tenant improvements and assessments prior to their becoming delinquentleasing commissions in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the management and operation of the Property. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed No insurance policies shall be based upon the most recent ascertainableassigned hereunder, and accordingly there shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedno proration of insurance premiums.

Prorations. 3.2.1. 5.4.1 The following shall be apportioned prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the end of the Transition Period (as defined in Section 6.1.1)Closing Date, as if Purchaser were vested with title Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the Property as of period after the end of the Transition PeriodClosing shall be promptly remitted to Purchaser. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Contracts;Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) gasAll operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and other utility charges for which Seller is liablegas, if any, such charges to be apportioned at Closing on the basis of the most recent recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter reading occurring prior to Closing; andreadings are available, on the basis of such readings. (eh) Deposits with telephone and other utility companies, and any other accrued persons or prepaid operating expenses for entities who supply goods or services in connection with the Property andif the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the extent Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily prorated apportioned between sellers and purchasers of real properties of a purchaser type similar to the Property and a seller located in the Commonwealth of Massachusetts, any other items pertaining same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax refund received by Seller and arising out of the tax certiorari proceedings for calendar years 2003 through 2006. This provision shall survive the Closing. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the date hereof. Seller shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be responsible for paying all fees, costs or commissions owing to the Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 At Closing, Seller shall deliver to the Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents$2,600,000. (b) Any taxes paid at or prior to Closing 5.4.6 The provisions of this Section 5.4 shall be prorated based upon survive the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determined.

Prorations. 3.2.1. The following shall At least two (2) business days prior to, but calculated as of the Closing Date, all obligations and liabilities listed below relating to the Business and/or Assets will be apportioned prorated as of the Closing Date, with Sellers liable to Purchaser therefor to the extent such items relate to any time period up to and including the day prior to the Closing Date, and Purchaser liable to Sellers therefor to the extent such items relate to any time period commencing on or after the Closing Date: personal property, real estate, occupancy and water taxes, if any, on or with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) Business and/or Assets; rents, if any, as taxes and when collected (the term “rents” as used in this Agreement includes all payments due and similar items payable by Tenants Sellers under any Assigned Contract; the Leases); (b) taxes (including personal property taxes on amount of any license or registration fees with respect to any Permits which are being assigned or transferred hereunder; the Personal Property) amount of sewer rents and assessments levied against the Property; (c) payments under the Contracts; (d) gascharges for water, telephone, electricity and other utility charges utilities and fuel; and any other items which are normally prorated in connection with similar transactions. Sellers agree to furnish Purchaser with such documents and other records as Purchaser reasonably requests in order for which Seller is liablePurchaser to calculate all adjustments and prorations pursuant to this Section 1.5. The amount of such prorations owed by Purchaser or Sellers pursuant to this Section 1.5 shall be paid to Purchaser by Sellers or to Sellers by Purchaser, if anyas the case may be, on the Closing Date and shall be treated as an adjustment to the Purchase Price paid by Purchaser to Sellers on the Closing Date. If current payments with respect to items to be prorated pursuant to this Section 1.5 are not ascertainable on the Closing Date, such charges to payments shall be apportioned at Closing prorated on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, recently ascertainable ▇▇▇▇ therefor and shall be re-prorated post-reprorated between Sellers and Purchaser within 30 days after the Closing once final taxes Date and assessments for such period have been determineda cash settlement shall be made promptly thereafter on an item by item basis.

Prorations. 3.2.1. The following shall be apportioned with respect to the Property as A. Rents (exclusive of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) delinquent rents, if any, as but including prepaid rents); refundable security deposits (which will be assigned to and when collected (the term “rents” as used in this Agreement includes all payments due assumed by Purchaser and payable by Tenants under the Leasescredited to Purchaser at Closing); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity ; water and other utility charges for charges; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date. Assessments of record payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, except as to delinquent rent referred to in Paragraph 12B below. B. All sums paid following the Closing Date by any tenant of the Property who is indebted under a lease for any period prior to and including the Closing Date after the payment to Purchaser of all then current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. For a period of sixty days following Closing; and (e) any other accrued or prepaid operating expenses for , Purchaser shall send monthly collection notices to tenants residing at the Property andowing Post-Closing Receipts. Within 90 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the extent customarily prorated between a purchaser first 60 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and a seller not previously delivered to Seller in accordance with the Commonwealth terms hereof. At Seller's expense, Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of MassachusettsPurchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, any other items pertaining Purchaser shall pay to the Property. 3.2.2Seller said additional Post-Closing Receipts. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or sums received by Seller after the end of the Transition Period) under the Leases or credit Closing Date which relate to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller prior to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against along with an accounting identifying any such sums. Paragraph 12B of this Agreement shall survive the Purchase Price in Closing and the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes delivery and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end recording of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedDeed.

Prorations. 3.2.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): (i) Rents, in accordance with Section 10.4(b) below. (ii) In the event that there shall be any expenses attributable to the operation, maintenance or ownership of the Property that are not paid directly by the Tenant under the Lease ("Other Proration Items"), then Seller will be responsible for the amounts thereof relating to the period up to and including the Closing Date, and Purchaser will be responsible for the amounts thereof relating to the period after the Closing Date. Accordingly, to the extent that Seller prepaid for any Other Proration Items that are attributable to the period after the Closing Date, Seller will receive a credit therefor at Closing. Conversely, at Closing, to the extent that Seller has not yet paid for any Other Proration Items that are attributable to the period on or prior to the Closing Date, then Purchaser shall receive a credit for such Other Proration Items and shall pay such expenses when due, or, if past-due at Closing, within seven (7) days after Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The following estimated Closing prorations shall be apportioned with respect set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Property Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Date, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior to Closingbest evidence then available; and (e) any other accrued or prepaid operating expenses for thereafter, when actual figures are received, re-prorations will be made on the Property andbasis of the actual figures, to the extent customarily prorated between a purchaser and a seller final cash settlement will be made between Seller and Purchaser. No prorations will be made in the Commonwealth relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. The provisions of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (athis Section 10.4(a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on will survive the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rentsfor twelve (12) months. (b) Any taxes paid at or prior to Purchaser will receive a credit on the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments Statement for the current year have not been prorated amount (as of the Proration Time) of all Rental (as defined below in this paragraph) previously paid before to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller shall will cause to be charged at paid or turned over to Purchaser all Rental, if any, received by Seller after Closing an amount equal and attributable to that portion of such any period following the Proration Time. "Rental" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include building operation and maintenance costs and expenses and real estate taxes and assessments which relates as provided for under the Lease, to the period extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property or office park association dues, and other sums and charges payable by the Tenant under the Lease. Rental is "Delinquent" when it was due prior to the Closing Date, and payment thereof has not been made on or before the end of the Transition Period and Proration Time. Delinquent Rental will not be prorated. Purchaser shall pay the taxes and assessments prior agrees to their becoming delinquent. Any such apportionment made use good faith collection procedures with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by the Tenant. Seller reserves the right to pursue a tax year collection action against the Tenant for which Delinquent Rental; provided, however, in no event may Seller seek to terminate the tax rate Lease or assessed valuationTenant’s occupancy thereunder or threaten to do so. All sums collected by Purchaser from and after Closing from the Tenant will be applied first to amounts due from the Tenant for the month of Closing, or boththen to current amounts due subsequent to Closing, have not yet been fixed then to amounts owed by the Tenant to Seller. Purchaser and Seller shall be based upon promptly remit to the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedother any sums received by either party that are due to the other pursuant to this Section 10.4(b).

Prorations. 3.2.112.1. The following shall be apportioned with respect to the Property as Rents (exclusive of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) delinquent rents, if any, as but including prepaid rents); refundable security deposits (which will be assigned to and when collected (the term “rents” as used in this Agreement includes all payments due assumed by Purchaser and payable by Tenants under the Leasescredited to Purchaser at Closing); (b) taxes (including ; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and other similar items shall be adjusted ratably as of 11:59 p.m. on the Personal Property) Closing Date, and assessments levied credited against the Property; (c) payments under balance of the Contracts; (d) gas, electricity and other utility charges for cash due at Closing. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to Closing; and (e) any other accrued or prepaid operating expenses for and including the Property and, to the extent customarily prorated between Closing Date shall be deemed a purchaser and a seller "Post-Closing Receipt" until such time as all such indebtedness is paid in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rentsfull. All prepaid rents covering rent payments received from tenants following the period of time commencing on or after the end of the Transition Period Closing Date shall be delivered by Seller to Purchaser on applied first against such tenant's current rent obligation accruing from and after the Closing Date, or Purchaser may elect and then applied to receive a credit against the Purchase Price delinquent rents as provided in the amount preceding sentence. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date and shall deliver to Seller any Post-Closing Receipts, less reasonable collection costs, if any, to Purchaser to procure such prepaid rents. (b) Any taxes paid Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Upon delivery to Seller of the Post-Closing Receipts reconciliation statement and payment of any Post-Closing Receipts due to Seller from receipts through the first 90 days following the Closing Date, Purchaser shall have no further obligation to Seller for payment of any Post-Closing Receipts. Seller retains the right to conduct an audit, at or prior reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing shall be prorated based Receipts reconciliation statement and upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingverification of additional funds owing to Seller, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated postSeller said additional Post-Closing once final taxes Receipts and assessments for the cost of performing Seller's audit if such period have been determinedadditional funds owed to the Seller exceed 25% of the total Post-Closing Receipts previously paid to Seller. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 3.2.1. 5.4.1 The following shall be apportioned with respect to prorated between the Property Sellers and Purchaser as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes 12:01 a.m. on the Personal Property) and assessments levied against the Property; Closing Date (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for actual number of days elapsed over the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions:applicable period regardless when payable): (a) At ClosingAll real estate taxes, Seller water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall deliver to Purchaser Sellers be charged with or be responsible for any security deposits and prepaid rents (for periods increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the end Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Transition Period) Leases, and other tenant charges if, as and when received. Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or credit forfeited prior to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), or the applicable Seller shall (i) deliver to Purchaser may elect at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Sellers. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to the applicable Seller, with such Seller’s share thereof being held by Purchaser in trust for such Seller and promptly delivered to such Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which the applicable Seller is entitled to receive a share of charges or amounts without first obtaining such Seller’s written consent, which consent may be given or withheld in such Seller’s sole and absolute discretion. Sellers hereby reserve the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to a Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Sellers shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Sellers of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Sellers shall retain all rights relating thereto. Any rents received by Sellers applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to the applicable Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If a Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of such Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide the applicable Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to the applicable Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to the applicable Seller an invoice from Purchaser together with evidence reasonably satisfactory to such Seller indicating that such sums are due to such tenants. The applicable Seller shall pay Purchaser such Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that such Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, a Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid rentsitems, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to the applicable Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Sellers pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Sellers relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property. (a) Intentionally deleted. (b) Any If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes paid at or prior to the Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion basis of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Sellers for costs and expenses incurred by Sellers in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the expiration of the Due Diligence Period. Sellers shall be responsible for those leasing costs set forth on Exhibit E and all other brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or bothexpansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing any Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Sellers. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. The Seller Leasing Costs set forth on Exhibit E include the estimated cost of tenant improvement work to be performed by or on behalf of the landlord pursuant to those certain contracts, each dated December 1, 2011 between One/Two Seller and Pacific Builders Inc. (the “Existing Construction Contracts”) for improvements in and around the respective premises occupied by ▇▇▇▇, ▇▇▇▇▇▇▇ and Associates, Dental Community Management, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Family Legacy Trust, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Current Work”). Buyer acknowledges that Seller is currently negotiating additional contracts (the “Prospective Construction Contracts” and together with the Existing Construction Contracts, collectively, the “Construction Contracts”) for work to be performed in and around the respective premises occupied by Goranson, Bain, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C., LiquidAgents, LLC, and Lifeway Financial Corporation (the “Prospective Work” and together with the Current Work, collectively, the “TI Work”), the estimated cost of which is also reflected in the Seller Leasing Costs set forth on Exhibit E. Notwithstanding anything to the contrary herein (including, without limitation Section 7.2.2) Buyer hereby approves the Prospective Construction Contracts to be entered into by Seller prior to the Closing. If any of the TI Work is not yet been fixed completed prior to the Closing, Buyer shall be based upon entitled to a credit at Closing in the most recent ascertainableamount of the unpaid remaining TI Work pursuant to this Section 5.4.3, and Purchaser shall assume the applicable Construction Contract(s) as of the Closing Date. 5.4.4 As provided in Section 11.1.2, Sellers shall be re-prorated post-Closing once final taxes and assessments responsible for such period have been determinedpaying all fees, costs or commissions owing to the Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 The provisions of this Section 5.4 shall survive the Closing.

Prorations. 3.2.112.1. The following shall be apportioned with respect to the Property as Rents (exclusive of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes delinquent rents [i.e. unpaid on the Personal Property) Closing Date], but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges charges; fuels; prepaid operating expenses; real and personal property taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the date prior to the Closing Date, and credited against the balance of the cash due at Closing. Seller shall receive a credit for the compensation payable to its manager on the Closing Date. Assessments payable in installments which Seller is liable, if any, such charges are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be apportioned at Closing prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent meter reading occurring ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below, and except as provided in the last sentence of this section. The parties agree to make such post-closing and readjustments as may be required due to errors and omissions in the prorations or due to obtaining actual amounts for items which were prorated based on estimates within thirty (30) days after the Closing Date. 12.2. All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to Closing; and (e) any other accrued or prepaid operating expenses for and including the Property and, to Closing Date after the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver payment to Purchaser of all current rent and any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit past due rent owed to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Seller Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser on shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder but shall have no obligation to bring legal action. If Purchaser expends funds to collect rent due prior to the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based reimbursed its collection expenses from any delinquent rent collected. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closingverification of additional funds owing to Seller, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated postSeller said additional Post-Closing once final taxes Receipts and assessments for such period have been determinedthe cost of performing Seller's audit. Paragraph 12 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 3.2.1. The following items shall be apportioned with respect to the Property prorated between Seller and Purchaser as of the end midnight of the Transition Period day immediately preceding the Closing Date (as defined in Section 6.1.1), as if below) (with Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges being charged or credited for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents.as applicable): (bi) Any Seller shall be responsible for the payment of all general real estate, personal property and ad valorem taxes paid at or due and payable prior to Closing Closing. general real estate, personal property and ad valorem taxes shall be prorated based upon as of the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Closing Date on an accrual basis such that Seller shall be charged at Closing an amount equal to that portion of pay for all such taxes that become due and assessments which relates payable prior to the Closing Date, and shall provide a credit to Purchaser (based on One Hundred Five percent (105%) of the total of the taxes calculated using the most recent available assessed value, tax rate and equalization factor) for all such taxes that are attributable to the period before prior to the end of the Transition Period Closing Date but which are not yet due or payable, and Purchaser shall pay all such taxes that become due and payable from and after the taxes Closing Date. Tax prorations shall be final as of Closing. (ii) All charges for gas, electricity, sewer, trash, telephone, water and assessments other utilities serving the Property shall be read and terminated as of midnight of the day prior to their becoming delinquentClosing whereupon Seller shall be responsible for and shall pay for all such charges first accruing or relating to the period prior to the Closing Date. (iii) Both paid and unpaid charges under the Surviving Service Contracts (if any), including any one-time or bonus payments under any cable or telecommunications contracts. (iv) Unless expressly provided otherwise herein, such other items that are customary prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of midnight of the day immediately preceding the Closing. (v) All amounts payable, owing or incurred in connection with the Property shall be prorated as of the Closing Date. Any All sums due for such apportionment made accounts payable which are attributable to the period prior to the Closing Date will be paid by Seller, or if Seller has not received the bill or invoice therefor, or has received but not paid such bill or invoice, prior to the Closing Date, at Purchaser’s election, Purchaser will either (i) furnish to Seller such bills or invoices received after the Closing Date for payment by Seller (and Seller shall pay all other such bills or invoices received but not paid prior to Closing) and Purchaser will have no further obligation with respect to a tax year for which the tax rate or assessed valuationthereto, or both, have not yet been fixed (ii) pay such bill or invoice on behalf of Seller and be entitled to reimbursement thereof by Seller on demand. (vi) All prorations shall be based upon the most recent ascertainablefinal, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedexcept as otherwise expressly provided in this Section 10(a) above.

Prorations. 3.2.1. The Purchase Price set forth in Paragraph 3.0 is subject to the following shall adjustments and prorations: 9.1 Plus an amount which will credit SELLER for lease payments which have been paid in advance for time periods following Closing ("Prepaid Leases"), including those reflected on Exhibit 9.1. 9.2 Minus the amounts which will credit BUYER for the following: 9.2.1 Any lease payments for which BUYER becomes obligated relating to any period of time prior to Closing. 9.2.2 Any advertising services delivered after Closing for which SELLER has already billed or otherwise receives payment, including those reflected on Exhibit 9.2.2. 9.2.3 All items of income and expense listed below relating to the Assets will be apportioned prorated as of the Closing Date, with SELLER liable to the extent such items relate to any time period up to and including the Closing Date, and BUYER liable to the extent such items relate to periods on or subsequent to the Closing Date; including without limitation (a) personal property, real estate, occupancy and water taxes, if any, on or with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); Assets; (b) rent, taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; other items payable by SELLER under any contract to be assigned to or assumed by BUYER; (c) payments under the Contracts; (d) gasamount of sewer rents and charges for water, telephone, electricity and other utility charges utilities and fuel; and (d) all rentals that are or would be payable or have accrued pursuant to lease provisions requiring lease payments based in whole or in part upon a percentage of advertising revenue ("Percentage Leases") and which involve periods prior to the Closing Date (for purposes of this Section 9.2.3, the Closing Date shall be the end of any such periods for accrual purposes); (e) all items paid or payable on or after the Closing Date under any obligation specifically assumed to the extent not specifically referenced in clauses (a) - (d) above) which Seller are normally prorated in connection with similar transactions. A list of Percentage Leases with the date of expiration is liable, if anyattached as Exhibit 9.2.3; 9.2.4 If current payments with respect to items to be prorated pursuant to this Section 9.2 are not ascertainable on or before the Closing Date, such charges to payments shall be apportioned at Closing prorated on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser recently ascertainable ▇▇▇▇ therefor and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes reprorated between SELLER and assessments for BUYER when the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made bills with respect to such items have been issued and a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed cash settlement shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedmade within thirty (30) days after notice by either party.

Prorations. 3.2.1(a) Rents and any additional operating expenses payable under the Lease shall be prorated as of 12:01 a.m. on April 1, 2000 (the "Proration Date"), with Seller being responsible for such amounts accruing prior to the Proration Date and Buyer being responsible for the amounts accruing on or after the Proration Date. Notwithstanding the foregoing, Seller shall receive a credit at the Closing in the amount of the Monthly Base Rent (as defined in the Lease), Real Property Taxes (as defined in the Lease), and operating expenses due under the Lease for each day on and after April 1, 2000 and up to the Closing Date (to the extent such amounts have previously been paid by Seller to KREG or Kilr▇▇) ▇▇d Buyer shall be responsible for paying the Monthly Base Rent, Real Property Taxes, and operating expenses due under the Lease for each day on and after April 1, 2000 and up to the Closing Date directly to KREG or Kilr▇▇ (▇▇ the extent such amounts have not previously been paid by Seller to KREG or Kilr▇▇, ▇▇cluding, without limitation, Monthly Base Rent for the month of April). The following amount of the security deposit under the MPower Sublease shall be apportioned credited to Buyer at the Closing, in addition to the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property Property. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. Buyer is responsible for the payment of all leasing commissions in connection with the MPower Sublease and iXL Sublease. Buyer shall reimburse Seller at Closing for certain tenant improvement costs and building system costs in connection with the tenant improvement work for MPower and iXL in the amount and as more fully set forth on SCHEDULE 2 attached hereto and made a part hereof. Buyer and Seller hereby agree that if any of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as aforesaid prorations and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to credits cannot be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser 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 Purchaser may elect credits shall promptly pay said sum to receive a credit against the Purchase Price in other party. Without limiting the amount of such prepaid rentsforegoing, Seller shall remain liable for all monetary obligations under the Lease, MPower Sublease and iXL Sublease which accrued prior to the Proration Date. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that pay one-half (1/2) of the escrow fee and the costs of obtaining the CLTA portion of such taxes and assessments which relates to the period before the end of the Transition Period and Purchaser Title Policy. Buyer shall pay the taxes costs of obtaining the ALTA portion of the Title Policy, the cost of any endorsements and assessments prior to their becoming delinquentone-half (1/2) of the escrow fee. Any such apportionment made with respect to a tax year other expenses of the escrow for which the tax rate or assessed valuation, or both, have not yet been fixed sale shall be based upon paid by Buyer and Seller in accordance with customary practice as determined by the most recent ascertainable, and Title Company. (c) The provisions of this Section 6.4 shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedsurvive the Closing.

Prorations. 3.2.1Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, 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 a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The following Closing Statement, once agreed upon, shall be apportioned with respect signed by Purchaser and Seller and delivered to the Property Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the end of Closing Time, the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to prorations will be apportioned made at Closing on the basis of the most recent meter reading occurring prior 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 Closing; and insurance premiums (e) any other accrued or prepaid operating expenses for the Property and, except to the extent customarily prorated between a purchaser covered by the proration of Operating Expense Recoveries), and a seller Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the Commonwealth of Massachusetts, event any other items pertaining subject to proration hereunder are discovered prior to the Property. 3.2.2Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything contained to the contrary provided in the foregoing provisions: (a) At Closingthis Agreement including, but not limited to, this Section 10.4(a), Seller shall deliver and Purchaser hereby agree to Purchaser any security deposits and prepaid rents (for periods on or after use the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Datefollowing, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If estimated 2016 real estate taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before the end purposes of the Transition Period proration of same 38 at Closing: (x) $1,452,200.00 for the Champions Village Real Property and Purchaser shall pay the taxes Champions Village Improvements and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year (y) $178,200.00 for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon Oak Park Real Property and the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedOak Park Improvements.

Prorations. 3.2.1All normal and customarily proratable items, including without limitation, real estate and personal property taxes and assessments, utility bills (except as hereinafter provided), collected rents and other income, and Operating Contract payments (under Operating Contracts assumed by Buyer), shall be prorated as of the Closing Date, Seller being charged and credited for all of the same relating to the period up to the Closing Date and Buyer being charged and credited for all of the same relating to the period on and after the Closing Date. The following If the amount of any such item is not known at the time of the delivery of the Deed, such item shall be apportioned with respect to on the Property as basis of the end comparable period of the Transition Period prior year with a reapportionment within thirty (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as 30) days of the end Closing Date or as soon thereafter as the amount of the Transition Period. item is actually determined. No proration shall be made in relation to delinquent rents, common area expense charges or tax payments (acollectively, “Delinquent Rents”) rentsexisting, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date. To the extent that such Delinquent Rents or reimbursement obligations are paid or payable after Closing, or Purchaser may elect Buyer agrees to receive a credit use reasonable efforts to secure said Delinquent Rents and reimbursements from the tenants (with no obligation, however, to incur any additional out-of-pocket costs with respect thereto) and as soon as the same are received by Buyer, said receipts shall be applied first to any amounts expended by Buyer to secure Delinquent Rents, then to the rents owed by such tenant for any period after Closing, then to the rents owed by such tenant for the month of the Closing, and then to Delinquent Rents. Seller reserves the right to bring suit against tenants of the Purchase Price in Property to collect for Delinquent Rent (and other charges due to Seller for the amount of such prepaid rents. (b) Any taxes paid at or period prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing) but Seller may not, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates subsequent to the period before the end date hereof, bring suit for possession of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any premises occupied by such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period have been determinedtenants.