Common use of Prorations Clause in Contracts

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 14 11.2 shall survive the Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions All items of this Section 14 income and expense shall survive be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the "Proration Date") in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of (A) all rents and (B) all expense contributions, real estate tax contributions, and other reimbursements from tenants ("Tenant Contributions") received by Seller and attributable to any month commencing after the Closing Date and (ii) all unapplied cash security deposits held by Seller and which were made by tenants under all leases of the Real Property in effect as of the Closing Date, and (iii) all unfunded tenant allowances and other payments (including leasing commissions for leases listed on Schedule 6) to be made by Seller and the cost of all construction or tenant improvement work to be done by Seller under all of the Leases and those proposed leases listed on Schedule 6 (whether or not such leases have been entered into as of the Closing Date), except to the extent set forth (x) specifically listed on Schedule 4; or (y) in the Proposals approved by Purchaser or deemed approved by Purchaser as provided in subsection 15(b) hereof. 5.2 All rents and Tenant Contributions and other income from the Property for the month of Closing shall be prorated between Purchaser and Seller based upon their respective days of ownership for such month in which the Closing occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date. At the time of the final calculation and collection from tenants of Tenant Contributions for 1997, whether in the nature of a reconciliation payment or full payment, in arrears, there shall be a reproration between Purchaser and Seller as to the Tenant Contributions. Such reproration shall not be merged thereinmade on the basis of a per diem method of allocation, but shall instead be apportioned between Seller and Purchaser on the basis of the relative share of actual expenses in question incurred and paid by Seller and Purchaser during the lease year in question. Seller covenants to provide Purchaser with any information necessary to finalize such calculation. Purchaser covenants to xxxx tenants for amounts due from tenants attributable to periods prior to closing and diligently pursue collections from tenants and, as collected, to timely deliver to Seller reproration amounts due Seller. 5.3 Percentage rent shall be prorated between Purchaser and Seller by utilizing the percentage rent payable for such lease year based upon the actual days of ownership of the Property during such tenant's lease year. There shall be no adjustment for percentage rent payments for a particular tenant until after the receipt of any percentage rent payments made by such tenant. 5.4 Any amounts received from tenants after Closing shall be applied on a tenant by tenant basis in the following order: (ai) At Closingfirst on account of any amount currently due Purchaser from such tenant(s); (ii) next, all normal on account of any amount due Seller from such tenant(s) for the period up to and customarily proratable itemsincluding the Proration Date and (iii) finally, any balance then remaining to Purchaser. Seller retains the right to xxx tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting a tenant's rights of possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such delinquent rents have not been collected by Purchaser and paid to Seller within six (6) months after the Closing Date. 5.5 Operating expenses, including, without limitation, all ad valorem taxes and assessments assessed against the Propertypermits, prepaid rents and other expenses and fees payable under any Leases on the Propertylicenses, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertymembership dues, and any dues and assessments of home or condominium owners’ associationsother prepaid expenses, shall be prorated between Purchaser and Seller on an accrual basis based upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates, subject to reproration when the actual amounts are known. 5.6 Real estate taxes shall be prorated between Seller and Purchaser based upon the actual days of ownership of the parties for the year in which Closing occurs utilizing the most recent ascertainable tax xxxx(s). Seller and Purchaser agree to reprorate said real estate taxes upon Purchaser's receipt of the actual tax xxxx for the tax year in question, if any. Seller reserves the right to meet with governmental officials and to contest any reassessment governing or affecting Seller's obligations under this Section, with Purchaser's prior written approval, which will not be unreasonably withheld. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date, subject to the rights of tenants. 5.7 Except for utilities billed directly to Tenants, utilities shall be prorated as of the Proration Date based upon either meter readings on the Proration Date or the prior month's actual invoices. Seller shall be credited with any unapplied utility deposit in effect as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which extent such deposit is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller assignable and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be actually paid to Purchaser, or . 5.8 Purchaser hereby agrees to shall be responsible for and pay to Seller, as the case may be, a payment for all costs in an amount which reflects connection with (i) net adjustments Proposals listed on Schedule 4 attached hereto, to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid extent such amounts are identified on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardSchedule 4, and (ii) any costs and expenses incurred by Proposal which Purchaser under approved, or is deemed to have approved as provided in Section 32.(b)(ii15(b) hereofherein to the extent such amounts are identified in such Proposals; provided that no commissions shall be paid to HCMC or any of its affiliates. (c) Notwithstanding anything else 5.9 All insurance policies and property management agreements shall be terminated as of the Closing Date and there shall be no proration with respect to these items. 5.10 Purchaser shall be credited with the contractor's security deposits listed on Schedule 1 to the contrary in General Assignment attached as Exhibit I. In the event any prorations or computations made under this Section 14are based on estimates or prove to be incorrect, if then either party shall be entitled to an adjustment to correct the Property has been assessed for property tax purposes at same, provided that it makes written demand on the party from whom it is entitled to such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership adjustment within one hundred and twenty days after the end of the Propertycurrent calendar year or, Purchaser hereby agrees to pay all such taxes and in the case of percentage rent adjustments, from the end of the applicable lease year. Purchaser shall and does hereby indemnify and save hold Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering claims for which Purchaser received credits pursuant to this Section 5. The indemnity set forth in the Property. Seller will have no responsibility for security deposits not held by Seller at immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the any prorations made at Closing under Section 14.(a), above, including, without limitation, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Except for insurance premiums, at the Closing, all normal and customarily proratable items, prorated items including, without limitation, all maintenance fees and assessments, standby fees and ad valorem taxes and assessments assessed against for the current year (based on the most recent tax statement[s] for the Property, prepaid rents adjusted for the most current tax rates and other expenses appraised value), and fees payable under any Leases on utility services being continued to the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of 11:59 p.m. on the Closing Date (the “Cut-Off Time”). Seller shall be charged for and credited with all prorated items up to and including the Closing Date and Purchaser shall be charged for and credited with all of same after the Closing Date. In the event any amount to be prorated is unknown at the Closing, Seller being charged the Title Company’s best estimate of the amount therefor shall be used at the Closing, and credited thereafter, the Parties agree to adjust such prorations within ten (10) days after receipt of written notice, accompanied by copies of the statement(s) or invoice(s) therefor, from the Party receiving same. The Parties agree to undertake a final accounting for all prorated items (except ad valorem taxes, the proration of same up to such date and Purchaser being charged and credited for all which shall occur within ten (10) days after receipt of same on and after such date. If the assessments for any such proratable items tax statements for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date occurs) within forty-five (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6045) days after the Closing Date. (b) Standby fees, or such other date as may be agreed upon in writing by Seller ad valorem taxes, maintenance fees, and Purchaser in order assessments with respect to have in hand the tax or any other assessments for the Property for the year of in which the Closing or for any other reason (in any eventoccurs shall, the “Reconciliation Date”)if not paid at Closing, Seller hereby agrees to cause to be paid to Purchaser, or assumed by Purchaser and Purchaser hereby agrees to pay the same provided an applicable charge has been made against Seller on the closing statement at Closing. (c) All base rent and additional rent actually received and other income actually received under the Lease in effect on the Closing Date shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit (but without duplication) at Closing for any prepaid rents to the extent the same are applicable to the period following the Cut-Off Time. Non-delinquent rent collected by Seller after Closing attributable to periods from and after the Cut-Off Time shall be promptly remitted to Purchaser. Delinquent rent collected by Seller or Purchaser after the Cut-Off time shall be delivered by the recipient as follows: within fifteen (15) days after the receipt thereof, Seller and Purchaser agree that all rent received by Seller or Purchaser shall be applied first to then current rents, and then to delinquent rents for periods after the Cut-Off Time and then to delinquent rents for periods prior to the Cut-Off Time. Notwithstanding anything herein to the contrary, in no event shall Seller, after the Cut-Off Time, institute or commence collection actions or activities or any legal action against any tenant occupying space at the Property. (d) All real estate taxes due and owing as of the Cut-Off Time, and all installments of assessments for public improvements or other matters or facilities which constitute a lien against the Property and are due and owing as of the Cut-Off Time, and all penalties and interest thereon, shall be paid by Seller on or before the Closing Date. Real estate taxes and assessments shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit for any accrued but unpaid (and not yet due and payable) real estate taxes and assessments applicable to any period before the Cut-Off Time. If the amount of any such taxes and assessments has not been determined as of Closing, such credit shall be based on one hundred percent (100%) of the most recent ascertainable tax bills. Such taxes shall be re-prorated upon issuance of the final tax bxxx. (e) Except for those utility charges payable by Tenant in accordance with the Lease, Seller shall pay all utility charges attributable to the Property until the Cut-Off Time and Purchaser shall pay all utility charges attributable to the Property from and after the Cut-Off Time. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given. In the event such proration at Closing is based on estimated charges, after Closing, at such time as final bills for such water, sewer, and utility charges, common area maintenance charges, and other operating expenditures are available, the parties shall adjust the amounts apportioned at Closing based on the charges shown on the final bills, and Seller or Purchaser, as the case may be, a payment in an amount which reflects (i) net adjustments shall pay to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property other whatever amount shall be necessary to compensate for the year difference within fifteen (15) days after receipt of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch final bills. (cf) Notwithstanding anything else to the contrary in this Section 14Premiums for hazard, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e.liability, "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall any other insurance will not be prorated and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies terminate Seller’s insurance coverage with respect to the PropertyProperty immediately after the Closing Date. Purchaser is solely responsible for obtaining Purchaser’s own insurance coverage from and after the Closing Date. (g) Any security deposit described by the Lease (and interest thereon if required by law or contract to be earned thereon) shall be transferred or credited to Purchaser at Closing. As of Closing, Purchaser shall assume Seller’s obligations related to Security Deposits which are actually transferred from Seller to Purchaser or for which Purchaser receives a credit.

Prorations. The provisions following items relating to the Assets, the ownership of this Section 14 shall survive the PSE Colstrip Interests, and the operation of the Colstrip Facilities will be allocated pro rata per diem for the tax year that includes the date of the Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and not be merged therein.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 ClosingProperty Taxes on or with respect to the Assets. (b) Rents, all normal and customarily proratable itemsadditional rents, includingTaxes, without limitation, all ad valorem taxes and assessments assessed against to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred extent normally adjusted in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertysimilar transactions, and any dues other items payable by Seller under the Real Property Leases and assessments the Business Contracts. (c) The amount of home or condominium owners’ associationsrents, shall 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 prorated between Purchaser settled and Seller paid as of the Closing Datedate of the Closing. At least ninety (90) days prior to the date of the Closing, Seller being charged and credited for all will provide Purchaser with a reasonably detailed schedule showing a calculation of same up to such date and Purchaser being charged and credited for all of same the estimated prorations as if the Closing were occurring on and after such date. If the assessments for any such proratable items for Closing shall occur before a real estate Tax rate is fixed, the year apportionment of Closing have not yet been made, then any such prorations Taxes shall be based upon the prior year’s assessments. No prorations Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be made in relation to rents not collected as reprorated upon the request of the Closing DateSeller, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On one hand, or Purchaser, on the first business day immediately prior to the day which is other hand, made within sixty (60) days after the Closing Date, or date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other date records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees confirm all adjustment and proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes1.06. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 Utility charges, rental payments and charges and similar ---------- proratable items which are attributable to the Inventory and the Acquired Assets shall survive Closing and not be merged therein. (a) At Closingapportioned between the Buyer, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyone hand, and any dues and assessments of home or condominium owners’ associationsthe Sellers, shall be prorated between Purchaser and Seller on the other hand, as of the Closing Date. Any item which relates to the period prior to or on the Closing Date shall be apportioned to the Sellers, Seller being charged and credited for all of same up any such item which relates to such date and Purchaser being charged and credited for all of same on and the period after such datethe Closing Date shall be apportioned to the Buyer. If Notwithstanding the assessments foregoing, the Sellers shall be responsible for any such proratable items property taxes on the Inventory and the Acquired Assets for the tax year of including the Closing have not yet been madeDate. The Sellers shall, then any such prorations shall be based upon the no later than five days prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser prepare a preliminary statement (the "Preliminary Statement") in writing of the amount of the adjustments to be made hereunder and to be included in the Purchase Price adjustment made pursuant to Section 3.7. The Preliminary Statement shall make a commercially reasonable attempt be certified by the Sellers' Chief Financial Officer as true and correct and as having been prepared in accordance with the Sellers' books and records. The Purchase Price to collect be paid at Closing shall be adjusted either upward or downward, as applicable, based on the same for Seller's benefit after Closingamount of such Preliminary Statement; provided, but however, that if any upward adjustment to the -------- ------- Purchase Price would be in excess of Twenty-Five Thousand Dollars ($25,000), the Buyer shall not be required pay such adjustment unless and until the Buyer shall have verified and agreed to initiate legal proceedings in the amount of such attemptupward adjustment, which verification and such collections, if any, agreement shall be accounted for between Purchaser made no later than five days prior to the Closing Date. If the Buyer fails to so agree with any item in the Preliminary Statement prepared by the Seller, then any items on which the Buyer has so failed to agree shall remain open and Seller on be determined in conjunction with the Reconciliation Date preparation of the Final Statement (as hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the 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 Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to 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 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 San Diego County, California, 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 Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-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 reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. 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 additional 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 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 following items shall survive Closing be adjusted and not be merged therein.apportioned between Sellers and Purchaser as follows: (a) At ClosingAll non-delinquent ad valorem real estate and personal property taxes, all normal charges and customarily proratable itemsassessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to make such payments as shall be necessary to provide the appropriate credits resulting from such re-proration. (b) All non-delinquent rent and other income of the Properties, including, without limitation, all ad valorem taxes and assessments assessed against the Propertyother periodic rentals, prepaid rents additional rentals, escalation rentals, pass-throughs and other expenses sums and fees charges payable under any the Leases on the Property(collectively, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance "Rents") collected as of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Closing Date shall be prorated between on a per diem basis such that they are credited to Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and . Purchaser being charged and credited for all of same on and after such date. If the assessments shall receive a credit for any such proratable items for the year of Closing Rents which have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, but 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 make a use commercially reasonable attempt efforts to collect such Rent receivables in the same for Seller's benefit after Closingordinary course of business, but shall not be required obligated to initiate engage a collection agency, take legal proceedings action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in such attemptaccordance with the terms of this Section 6(b) shall survive the Closing, and such collections, if any, shall be accounted for between delinquent Rents which are not collected by Purchaser and Seller on or before the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the Closing Date, or such other date as may be agreed upon in writing by same. To the extent any Seller and Purchaser in order to have in hand the tax or receives any other assessments for the Property for the year of Closing or for any other reason (in any eventRents after Closing, the “Reconciliation Date”same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else At Closing Purchaser shall receive a credit equal to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage unapplied total of all security and other refundable tenant deposits then held by Sellers. One or ownership more of the PropertySellers may participate in a program administered by Lease Term Insurance Group, Purchaser hereby agrees 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 pay all such taxes and Purchaser proration, provided that, at Closing, Sellers shall and does hereby indemnify and save Seller harmless from and against all claims and liability credit the Purchase Price for such taxesan 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 they are credited or charged to Purchaser, as applicable, as of the Closing Date, disregarding any discount or penalty and 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 Closing Date. If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, such charges and income under the Assumed Contracts shall be based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing Date by Sellers based on the average consumption for such tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, Seller willPurchaser 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 thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at its election 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 its sole discretion, either deliver or credit order to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with determine the amount of any and all deposits held on behalf of Seller by utility companies with respect such credit, if any, to the Propertybe given to Purchaser.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Except as otherwise provided herein (for example, with respect to the determination of Acquired Net Working Capital) or as settled at the Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of within ninety (90) days after the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). , Sellers and Buyers shall prorate as of the Effective Time any amounts which (bi) On the first business day immediately are paid by Sellers prior to the day which is sixty (60) days Closing Date that are allocable to periods on or after the Closing Date, or such other date as may be agreed upon (ii) become due and payable on or after the Closing Date, in writing by Seller and Purchaser in order each case, with respect to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) the Contracts, (b) real and personal property taxes and assessments on the Assets (which shall be prorated as of the Closing), and (c) all utilities servicing any of the Assets, including water, sewer, telephone, electricity and gas service. Any such amounts which are not available within ninety (90) days after the Closing Date shall be similarly prorated as soon as practicable thereafter. Proration shall be calculated on a per diem basis, with Sellers responsible for taxes, payments and other assessments that relate to periods prior to the Effective Time, and Bxxxxx responsible for taxes, payments and other assessments that relate to periods after the Effective Time. (b) Notwithstanding anything herein to the contrary, and without duplication of any amounts included in the determination of Acquired Net Working Capital, all rents delinquent real property taxes, if any, related to the Assets shall be prorated by Bxxxxx and unpaid Sellers on the Closing Date as of the Effective Time. All such amounts to be prorated will be reflected on a real property taxes proration statement (the “Property Tax Statement”) to be agreed upon by the parties prior to the Closing Date. If necessary for such proration, payments for real property taxes shall initially be determined based on the previous year’s real property taxes and subsequently collected by Purchasershall later be adjusted to reflect the current year’s real property taxes when the real property tax bills are finally rendered. Sellers shall be liable for (and shall reimburse Buyers to the extent that Buyers shall have paid) that portion of real property taxes relating to, or arising in respect of, periods (or portions thereof) ending prior to the Effective Time, and Buyers shall be liable for (band shall reimburse Sellers to the extent that Sellers shall have paid) that portion of real property taxes relating to, or arising in respect of, periods (or portions thereof) ending after the Effective Time, including, in each case, any savings resulting from any tax abatements adjustments made after the Closing Date to the amounts reflected on the Property Tax Statement for the year actual amount of Closing resulting from a challenge brought by either party hereto and real property taxes as finally determined for the costs or expenses incurred by applicable period. The parties shall cooperate to avoid, to the challenging party in that regardextent legally possible, the payment of duplicate real property taxes, and (ii) each party shall furnish, at the request of any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else other party, proof of payment of any real property taxes or other documentation that is a prerequisite to the contrary in this Section 14, if the Property has been assessed for avoid payment of a duplicate real property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against All payments under or pursuant to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Assigned Contracts or otherwisethe Assigned Facility Leases and utilities expenses for the Transferred Facilities relating to periods both before and after the Closing Date, including, without limitation, all utilities servicing whether payable before or after the Property, and any dues and assessments of home or condominium owners’ associationsClosing Date, shall be prorated between Purchaser the Buyers, on the one hand, and Seller the Sellers, on the other hand, on the basis of a 365-day year as of the Effective Time (collectively, the “Prorated Charges”). With respect to any products sold (or services rendered) to the Sellers pursuant to the Assigned Contracts or other obligations pursuant to which a Seller purchases products (for example, purchase orders), the Buyers and the Sellers shall use their respective reasonable best efforts to arrange for vendors to xxxx the appropriate Sellers directly on or prior to the Closing Date, Seller being charged Date and credited for all of same up to such date and Purchaser being charged and credited for all of same on and the appropriate Buyers directly after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, but Purchaser shall make a commercially reasonable attempt amounts due for supplies received from or services rendered by third-party vendors to collect the same for Seller's benefit after Closing, but shall not be required Sellers prior to initiate legal proceedings in such attempt, and such collections, if any, the Effective Time shall be accounted for between Purchaser the account of and Seller on paid by the Reconciliation Date (hereinafter defined)Sellers, except to the extent such amounts are Assumed Liabilities as contemplated in Section 1.03, which shall be the sole responsibility of the Buyers. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing DateAny ad valorem, use, real and personal property and similar Taxes, installments or special assessments arising from, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventrelating to, the “Reconciliation Date”)Purchased Assets or the conduct of the Business, Seller hereby agrees to cause to be paid to Purchaser, which become due and payable on or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on after the Closing Date and subsequently collected by Purchaserrelate to a Straddle Tax Period (collectively, the “Apportioned Obligations”), shall be prorated and adjusted between the Buyers, on the one hand, and (b) any savings resulting from any tax abatements the Sellers, on the Property for other hand, as of the year of Closing resulting from Effective Time on a challenge brought by either party hereto per diem basis and the costs or expenses incurred Sellers shall be responsible for and, in any case where payment to the applicable taxing authority is to be made by the challenging party in that regardBuyers, shall pay to the Buyers, an amount equal to the Taxes allocable to the portion of such Straddle Tax Period ending as of the Effective Time at least ten (10) days prior to the date such Taxes become due and (ii) any costs payable. Subject to the foregoing, the Buyers shall prepare and expenses incurred by Purchaser under Section 32.(b)(ii) hereoffile all Tax Returns related to the Apportioned Obligations after providing BioScrip a reasonable opportunity to review and comment upon the same. (c) Notwithstanding anything else The Buyers and the Sellers shall cooperate in good faith to resolve any dispute with respect to prorations. In the event the Buyers, on the one hand, and the Sellers, on the other hand, are unable to resolve such dispute within twenty (20) days after the date such dispute arose (the “Resolution Period”), the Buyers, on the one hand, and the Sellers, on the other hand, shall submit the items remaining for resolution in writing, together with written summaries prepared and submitted by the Sellers, on the one hand, and the Buyers, on the other hand, within thirty (30) days following the end of the Resolution Period, to an Independent Accounting Firm. The Independent Accounting Firm shall be instructed to, within 20 days of such submission, resolve any differences between the Buyers and the Sellers based solely upon the written summaries submitted to the contrary Independent Accounting Firm in accordance with the preceding sentence, and, in reaching a decision on each item of dispute, the Independent Accounting Firm’s position shall be limited to either the Sellers’ or the Buyers’ position set forth in such written summaries on each disputed item. Such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the parties to this Agreement. The Buyers and the Sellers agree that the Independent Accounting Firm must agree to the time periods set forth in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.1.08

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll payments under or pursuant to the Assigned Contracts relating to periods on or prior to the Closing Date, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against whether or not payable after the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsClosing Date, shall be prorated between Purchaser Buyer and Seller Sellers on a prorated basis, on the basis of a 365-day year and the number of days elapsed as of the Closing Date. With respect to any products sold (or services rendered) pursuant to the Assigned Contracts or other obligations pursuant to which Sellers purchase product (for example, Seller being charged purchase orders), Sellers and credited Buyer shall use reasonable best efforts to arrange for all of same up vendors to such date xxxx Xxxxxxx directly for periods on or prior to the Closing Date and Purchaser being charged and credited Buyer directly for all of same on and periods after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, but Purchaser shall make a commercially reasonable attempt amounts due for supplies received from or services rendered by third-party vendors to collect Sellers on or prior to the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, Closing Date shall be accounted for between Purchaser the account of and Seller on the Reconciliation Date (hereinafter defined)paid by Sellers. (b) On After the first business day immediately prior Closing, any ad valorem, use, real and personal property and similar Taxes, installments or special assessments arising from, or relating to, the Purchased Assets or the conduct of the Business, which become due and payable on or after the Closing Date and relate to the day which is sixty (60) days periods both before and after the Closing Date, or such other date shall be prorated and adjusted between Sellers and Buyer as may of the Closing Date on a per diem basis and Sellers shall be agreed upon in writing by Seller responsible for and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as Buyer the case may be, a payment in an amount which reflects (i) net adjustments portion of such amounts allocable to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid period or portion thereof ending on the Closing Date and subsequently collected by Purchaser, and for which payment is due after the Closing Date at least ten (b10) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else business days prior to the contrary in this Section 14, if the Property has been assessed for property tax purposes at date such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes Taxes become due and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespayable. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingIn addition to any other customary items agreed upon by the parties, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated separately apportioned and adjusted between Purchaser Kindred and Seller New Operator as of 11:59:59 p.m. in the time zone in which the Facility is located on the Closing Date, Seller being charged and credited for all of same up with the net amount (the “Net Adjustment Amount”) determined to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation payable to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing DateKindred, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerNew Operator, as the case may be, a payment in an amount which reflects (i) net adjustments to be paid on the prorations made at Closing under Section 14.(a)Date, above, including, without limitation, by certified or bank cashiers’ check or wire transfer: (a) Water, gas, electric, telephone and other utility charges, and sewer and waste water charges, shall be adjusted as of the Effective Time. If there are meters measuring the consumption of any utility or other service to the Facility, then Kindred and all rents delinquent New Operator shall each use their commercially reasonable efforts to cooperate to cause the meters to be read and unpaid on obtain final cut-off readings not more than one (1) day before the Closing Date and subsequently collected by Purchaserto establish the service account in New Operator’s name as soon as possible after the Effective Time. For metered service, Kindred shall pay the utility bills for services rendered prior to the readings. If for any reason any metered utility is read more than one (1) day before the Closing Date, Kindred and New Operator shall prorate such utility charges following the Closing Date as provided in Section 3.3(e). (b) Kindred and New Operator shall prorate any savings resulting from any tax abatements on amounts paid by Kindred under the Property for Assumed Kindred Contracts through the year of Closing resulting from a challenge brought by either party hereto and Effective Time that related in whole or in part to periods after the costs or expenses incurred by the challenging party in that regardEffective Time, and all other Contracts to which Kindred is a party (ii“Kindred Contracts”) any costs shall otherwise be terminated or retained by Kindred as described in Section 5.1. For sake of clarity, Kindred shall be solely responsible for and expenses incurred by Purchaser shall pay all amounts under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else the Assumed Kindred Contracts for services or goods provided on or prior to the contrary Effective Time. For services or goods provided on and after the Effective Time, New Operator shall be solely responsible for and shall pay all amounts under the Assumed Kindred Contracts. For the avoidance of doubt, nothing contained in this Section 143.3(b) is intended to limit in any respect New Operator’s duty to assume, if perform and discharge the Property has been assessed for property tax purposes at such rates as would result Assumed Obligations. Kindred and New Operator shall prorate any amounts paid by New Operator under the Assumed Kindred Contracts after the Effective Time that relate in reassessment (i.e., "roll-back" taxes) based upon a change whole or in land usage part to periods on or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect prior to the PropertyEffective Time.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a1) At ClosingSubject to Subsection (2) below, all normal revenues and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against expenses of the Property, prepaid rents and other expenses and fees payable under any Leases on the Propertyincluding without limitation real property taxes, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwisespecial taxes, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, (if any) shall be prorated and apportioned between Purchaser BUYER and Seller SELLER as of the Closing Date, Seller being charged so that SELLER bears all expenses with respect to the Property, and credited for has the benefit of all of same up income with respect to such the Property, through and including the date and Purchaser being charged and credited for all of same on and after such dateimmediately preceding the Closing Date. If any portion of the assessments Property is affected by any assessment or other charge, whether for any taxes or bonds, or interest thereon, which is or may become payable in installments, and an installment payment of such proratable items assessment is then a lien due and payable as part of the annual ad valorem property tax xxxx received for the year of Closing have not yet been madeProperty, then any such prorations installment shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect ; and if any such assessment or other charge is not payable in installments or are not billed as part of the same annual ad valorem property tax xxxx for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anythe Property, shall be accounted paid in full by SELLER at the Closing. Notwithstanding the foregoing, SELLER shall be solely responsible for between Purchaser and Seller clearing all possessory interest taxes from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax xxxx will be made by the Reconciliation Date (hereinafter defined)parties outside of this Escrow within the time required by this Section 10 below, which obligation shall survive the Closing. (b2) On Subject to Subsection (1) above, if any of the first business day immediately prior items to be prorated as of Closing cannot be finally determined as of Closing, the day which is sixty prorations shall be made at Closing based on the last available information, and post-closing adjustments between BUYER and SELLER shall be made within twenty (6020) days after the Closing Datedate that the actual amounts are determined, or and if payment is not made within this twenty (20) day period the party owing such other sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from the date as may be agreed upon in writing by Seller and Purchaser in order to have in hand of delivery of the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments xxxx to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either non-paying party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if date of payment. This subsection shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesClosing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingEach Purchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyordinary, and any dues recurring items normally accrued or charged to the STP Owners or otherwise normally accrued or incurred by Seller, including those listed below (but excluding all Taxes), relating to the business and assessments operation of home or condominium owners’ associationsthe Generation Facility, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Generation Facility Contracts, with Seller being charged to be responsible for such items of operating expense and credited to receive the benefit of such items of operating revenue to the extent such items relate (or are apportionable) to any time periods prior to the Closing Date, and each Purchaser to be responsible for all its Proportionate Share of same up such items of operating expense and to receive the benefit of its Proportionate Share of such date and Purchaser being charged and credited for all items of same on operating revenue to the extent such items relate to periods from and after such date. If the assessments for Closing Date (measured in the same units used to compute the item in question and otherwise measured by calendar days); provided that notwithstanding anything to the contrary herein, no Purchaser shall pay any such proratable items amount under this Section 3.4 that constitutes an Excluded Liability: (i) the fees assessed on electricity generated at the Generation Facility pursuant to the DOE Standard Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961, as amended from time to time, for the year applicable period during which the Closing occurs; (ii) subject to and without limiting the generality of Section 2.3(d) and Section 2.4(j), Department of Energy Decommissioning and Decontamination Fees for the applicable period during which the Closing occurs; (iii) retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to any Generation Facility Insurance Policies to the extent such adjustments occur or distributions are made within twelve (12) months of Closing have or, if earlier, ninety (90) days after the end of the applicable policy year that includes the Closing Date; and (iv) documented operating, maintenance and other expenses incurred or accrued in any period prior to the Closing Date (not yet been madeincluding Capital Expenditures or any Excluded Liabilities), then but only to the extent that the amount of such expenses is determined within twelve (12) months of Closing or, if earlier, ninety (90) days after the end of the calendar year during which the Closing occurs. (b) Notwithstanding any other provision of this Agreement, (i) Texas Genco and Seller agree that Property Taxes (excluding all other Taxes) assessed on Texas Genco's Purchased Interest for the calendar year in which the Closing occurs shall be prorated as between Texas Genco and Seller based upon the ratio of the number of days in the calendar year in which the Closing occurs beginning with January 1 through the day prior to the Closing Date divided by the total number of days in such prorations calendar year multiplied by the amount of Property Taxes paid (or to be paid) by Texas Genco for the calendar year in which Closing occurs. Property Taxes prorated under this Section shall be based upon the prior year’s assessmentsstatus of the property as used by Seller. No prorations If Texas Genco or any successor-in-interest to Texas Genco changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to such property (as described in Section 14.2 of this Agreement or otherwise), such additional Property Tax liabilities will not be subject to proration hereunder and Texas Genco (or its successor-in-interest) shall be made responsible for the payment thereof; and (ii) CPS and Seller agree that Property Taxes (excluding all other Taxes) assessed on the Purchased Assets for the calendar year in relation which the Closing occurs shall be prorated to rents not collected as Seller based upon the ratio of the number of days in the calendar year in which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect occurs beginning with January 1 through the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) Closing Date divided by the total number of days after in such calendar year multiplied by the Closing Date, or such other date as may be agreed upon in writing amount of Property Taxes required by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause applicable Law to be paid by either Party for the calendar year in which Closing occurs. Notwithstanding the previous sentence, if the provisions of Title 1, Texas Tax Code Section 26.11 apply to PurchaserCPS for the calendar year in which the Closing occurs, Property Taxes will be apportioned to Seller in accordance with Section 26.11(a) of this code. Property Taxes prorated under this section shall be based upon the status of the property as used by Seller. If CPS or Purchaser hereby agrees any successor-in-interest to pay CPS changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to Seller, such property (as the case may be, a payment described in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a14.2 of this Agreement or otherwise), above, including, without limitation, such additional Property Tax liabilities will not be subject to proration hereunder and CPS (aor its successor-in-interest) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property shall be responsible for the year of Closing resulting from a challenge brought by either party hereto payment thereof. Seller will cooperate with CPS in obtaining Tax treatment available to CPS under the applicable laws and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofregulations. (c) Notwithstanding anything else In connection with the prorations referred to in Section 3.4(a) above as used in the determination of any amount pursuant to this Agreement (including any amounts determined pursuant to the contrary provisions of Section 3.5), in this Section 14the event that actual figures are not available on the Closing Date, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) proration shall be based upon a change in land usage the applicable amounts properly accrued or ownership would have been accrued as of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesbeginning of the Closing Date. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll items of revenue and expenses with respect to the Venture, all normal the Facility Owners, the Operating Tenant, the Operating Subtenants and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Facilities shall be prorated between Purchaser and Seller as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date, Seller being charged ). Original Company shall be entitled to all revenue and credited shall be responsible for all expenses for the period of same time up to such date the Apportionment Time, and Purchaser being charged shall be entitled to all revenue and credited shall be responsible for all of same on and after such date. If the assessments for any such proratable items expenses for the year period of Closing have not yet been made, then any such prorations time after the Apportionment Time. Such adjustments shall be based upon reflected on the prior year’s assessmentsClosing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. No All prorations shall be made in relation to rents not collected as on the basis of the actual number of days in the year and month in which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect occurs or in the same for Seller's benefit after Closing, but shall period of computation. Any item which cannot be required to initiate legal proceedings in such attempt, and such collections, if any, finally prorated on the Closing Date because of the unavailability of information shall be accounted for between Purchaser and Seller tentatively prorated on the Reconciliation Date (hereinafter defined)basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) On As soon as reasonably practicable after Closing, and in no event later than the first business day immediately prior to the day which is sixty six (606) days after the Closing Datemonth anniversary of Closing, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand shall agree on the tax or any other assessments for final determination of all prorations included on the Property for the year of Closing or for any other reason Statement (in any event, the “Reconciliation DateProration True-Up Statement”), provided that with respect to property tax prorations, Seller hereby agrees and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to cause to be paid to all of the Facilities. The net amount due Original Company or Purchaser, or Purchaser hereby agrees to pay to Sellerif any, as the case may be, a payment in an amount which reflects (i) net by reason of such adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid Statement as shown on the Closing Date and subsequently collected by PurchaserProration True-Up Statement, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred shall be paid in cash by the challenging party in that regard, and obligated therefore within ten (ii10) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to days following the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership date of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesProration True-Up Statement. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingFor purposes of determining the Purchase Price, all normal personal property and customarily proratable itemsreal property Taxes, includingfees with respect to any Transferable Permits, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on leases of real or personal property, or other similar expenses, that are not due or assessed until after the Property, prepaid and accrued Effective Time but unpaid expenses incurred which are attributable in connection with whole or in part to any period commencing prior to the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the PropertyEffective Time, and any dues and assessments other amounts that by the terms of home or condominium owners’ associationsthis Agreement are to be allocated between the Parties, shall will be prorated between Purchaser and Seller as of the Closing DateEffective Time, with Seller being charged liable to the extent such items relate to any period prior to the Effective Time, and credited for all of same up Buyer liable to the extent such date and Purchaser being charged and credited for all of same on items relate to any period from and after such datethe Effective Time. If the assessments for any such proratable items for actual amounts to be prorated are not known, Seller shall include an itemized estimate in the year of Closing have not yet been made, then any such prorations shall be Adjustment Statement based upon the prior year’s most recent available rates, assessments, valuations, or other data, and the Parties shall adjust the amounts paid at Closing to reflect such prorations. No Any prorations shall be made in relation so as to rents not collected as avoid duplication of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptany amounts, and such collections, if any, shall will be accounted for between Purchaser and Seller on adjusted to properly take into account any amounts thereof used in determining the Reconciliation Date (hereinafter defined)Purchase Price. (b) On The proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the first business day immediately prior date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, and will provide Seller with all documentation relating to such recalculations, including tax statements and other notices from third parties. The Parties will make such payments to each other as are necessary to reconcile any estimated amounts prorated as of the day which is sixty (60) days after Effective Time with the Closing Date, or final amounts to be prorated. Seller and Buyer agree to furnish each other with such documents and other date records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees confirm all proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions With respect to each Property, the following shall be adjusted between Contributor and Company and shall be prorated as of this Section 14 shall survive 12:01 A.M. local time on the Closing and not be merged therein.Date as if Company was the owner of the Property for the entire Closing Date: (a) At ClosingBase rents (and, all normal subject to Section 7.4(d) below, reimbursements for operating expenses, insurance, and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees Real Estate Taxes) payable under any the Leases on (the Property, prepaid and accrued but unpaid expenses incurred in connection with “Rents”) for the operation or maintenance month of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Closing shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations except that no proration shall be made in relation to rents not collected for Rents which are due as of the Closing Date, Date but Purchaser shall make a commercially reasonable attempt to collect which have not been paid by Tenants as of the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Closing Date (hereinafter definedcalled the “Delinquent Rents”). Any Delinquent Rents collected after the Closing shall be applied as follows: (i) first, to the calendar month for which the payment is made; (ii) second, to post-Closing delinquencies owed to Company; (iii) third, to Company’s costs of collecting post-Closing delinquencies, and (iv) fourth, to pre-Closing delinquencies owed to Contributor. For a period of one hundred twenty (120) days after the Closing, Company shall use reasonable efforts to collect any Delinquent Rents that accrued prior to the Closing Date and to collect from the Defaulting Tenants any delinquent amounts for base rents, additional rents, percentage rents and other Tenant charges, damages, or costs for the period prior to the Closing or otherwise owed and immediately pay to Contributor any such amounts actually collected. Without limiting the foregoing, Contributor shall have the right to pursue all remedies against any Tenant or Defaulting Tenant to collect Delinquent Rents, provided that Contributor may not seek as a remedy in any litigation against a Tenant the termination of any Lease or the dispossession of any Tenant. Contributor and Company each agrees to forward any Rents received by it after the Closing Date to the other, if and as applicable hereunder, for application in accordance with the provisions hereof. This Section 7.4(a) shall survive Closing. (b) On Real Estate Taxes due and payable in the first business day immediately prior calendar year of Closing relating to the day which Property shall be prorated as of the Closing Date except to the extent payable or reimbursable by Tenants on an annual or semi-annual basis. If the Closing shall occur before the Real Estate Tax rate is sixty fixed for the then current year, the apportionment of Real Estate Taxes shall be made on the basis of the Real Estate Tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the Real Estate Taxes actually due for the current year are more or less than the Real Estate Taxes for the preceding year, then within thirty (6030) days after the Closing Dateissuance of the then current year’s Real Estate Tax xxxx, Contributor and Company shall adjust the proration of such Real Estate Taxes and Contributor or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerCompany, as the case may be, a payment in an amount which reflects (i) net adjustments shall pay to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) other any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year amount required as a result of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch adjustment. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed All items of expense for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees including but not limited to pay utility charges, maintenance charges, and charges under the Contracts (but excluding any such charges paid or payable directly by Tenants to parties other than Contributor), shall be prorated as of Closing Date. Contributor and Company shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final xxxx to Contributor with Company being designated the billing party in lieu of Contributor for all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless utilities that may be in the name of Contributor from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit after the Closing Date. Contributor shall be entitled to Purchaser retain any and all tenant security deposits then actually of Contributor held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property. (d) Contributor shall be entitled to receive and retain all amounts payable by Tenants as estimated payments for Real Estate Taxes, operating expenses and other pass-through items through the Closing Date. On or before the date that is three (3) days prior to the Closing Date, Contributor shall provide Company with an operating expense statement setting forth (i) the actual costs incurred by Contributor for Real Estate Taxes, operating expenses and other pass-through items during Contributor’s period of ownership that are reimbursable to Contributor, as landlord, by Tenants under the Leases for calendar years 2015 and 2016 (collectively, the “Reimbursable Expenses”); (ii) the Tenant reimbursements for such amounts actually paid to Contributor by Tenants for calendar years 2015 and 2016 (“Actual Tenant Reimbursements”); and (iii) a reconciliation of the difference between the two (i.e., establishing that the Reimbursable Expenses were either more or less than the Actual Tenant Reimbursements). Company shall be responsible for calculating the year-end reconciliations of Tenant reimbursements of such amounts for calendar year 2016 and shall deliver such calculations to Contributor no later than April 1, 2017. Any amount due Contributor pursuant to the foregoing calculations (in the event the Actual Tenant Reimbursements are less than the Reimbursable Expenses) or Company (in the event the Actual Tenant Reimbursements are more than the Reimbursable Expenses), as the case may be, shall be paid by Company to Contributor or by Contributor to Company, as the case may be, on or before April 30, 2017. Company shall use good faith, commercially reasonable efforts to collect any additional Tenant reimbursements due from Tenants; provided, however, that Company shall not be required to xxx any Tenant for such amount or dispossess any Tenant from its premises. (e) Except as otherwise provided in Section 7.4(b), in the case of any Taxes that are imposed on a periodic basis and are payable for any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of such Tax which relates to the Tax period (or portion thereof) ending on or prior to the Closing Date (the “Pre-Closing Period”) shall be (i) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the Straddle Period ended on the Closing Date based on an interim closing of the books. After the Closing, Contributor shall, be responsible for and shall indemnify the Company (and each of its members) and hold it harmless from and against: (x) all Taxes relating to the Properties for all Pre-Closing Periods, (y) with respect to any Straddle Period, all Taxes relating to the Properties attributable to the portion of such Straddle Period that ends on and includes the Closing Date, and (z) any and all Taxes of any Person imposed on any of the Entities or any member of the Entities as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing. (f) Contributor shall calculate the prorations contemplated by this Section 7.4

Prorations. The provisions Except as otherwise provided herein, the Buyer, by virtue of this Section 14 its obligation specified in the Time Brokerage Agreement executed even date herewith, shall survive be entitled to all income earned prior to and after the Closing Date and not shall similarly be merged thereinresponsible for reimbursement of all liabilities and obligations incurred or payable in connection with the operation of the station from the date of the Time Brokerage Agreement to the Closing Date and thereafter. (a) At ClosingFor reimbursement, all normal real and customarily proratable items, including, without limitation, all ad valorem personal property taxes and assessments assessed against utility charges relating to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).Station; and (b) On the first business day immediately prior to the day which is sixty For reimbursement, FCC annual regulatory fees payable in 2001. Within thirty (6030) days after the Closing DateClosing, or such other date as may be agreed upon Buyer shall deliver to Seller a statement setting forth in writing by Seller reasonable detail the basis for prorations pursuant to this Section, and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, any net amount due as the result of the proration statement (or, if there is a payment dispute, the undisputed amount thereof. If Seller disputes Buyer's determinations, or, if at any time after delivery of Buyer's statement of determinations any party determines that any item included in the proration is inaccurate or that an amount which reflects (i) net adjustments additional item should be included in the prorations, the parties shall confer with regard to the prorations matter and an appropriate adjustment and payment shall be made at Closing under Section 14.(a)as agreed upon by them or, aboveif they are unable to resolve the matter, includingby a firm of independent certified public accountants mutually agreeable to the parties, without limitationwhose decision on the matter shall be binding and whose fees and expenses shall be borne equally by them. Under the supervision of Buyer, (a) any and Seller shall, in a manner consistent with past practices, collect all rents delinquent and unpaid on accounts receivable after the Closing Date and subsequently collected by Purchasershall promptly pay all commissions, bonuses and other sales related expenses, and (b) any savings resulting from any tax abatements on the Property for the year shall provide Buyer with an accounting of Closing resulting from a challenge brought by either party hereto all collected and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser uncollected accounts receivable. Buyer shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect obligation to the Propertypursue such collections.

Prorations. (a) Subject to the concurrent proration of amounts due under terms of the Microsoft Lease, real property taxes and assessments; business improvement district charges; vault rent; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property shall all 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 expenses of the day of Closing), on the basis of a 365-day year. Excluded from such pro ratable expenses are all financing costs. Seller and Purchaser hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, such amount have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. (b) The provisions of this Section 14 10.5 shall survive Closing and not be merged thereinClosing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At the First Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No appropriate prorations shall be made with respect to payments made pursuant to the Equipment Leases in relation the following manner: (i) if Seller has made any payments with respect to rents the Equipment Leases for any period of time during which the First Closing occurs, at the First Closing Buyer shall pay to Seller an amount equal to the product of the total amount paid by Seller for such period multiplied by a fraction, the numerator of which shall be the number of days during such period beginning with the day immediately after the First Closing Date through the end of such period and the denominator of which shall be the number of days during such period, or (ii) if Buyer is required to make any payments with respect to Equipment Leases for any period of time during which the First Closing occurs, within thirty (30) days after Buyer delivers notice of such payment to Seller, Seller shall pay to Buyer an amount equal to the product of the total amount paid by Buyer for such period of time multiplied by a fraction, the numerator of which shall be the number of days during such period beginning with the first day of such period through the First Closing Date and the denominator of which shall be the number of days during such period. If the Parties are unable to resolve any dispute with respect to prorations within thirty (30) days after any payments pursuant to this Section 2(g) are due, such dispute shall be resolved by an independent accounting firm mutually acceptable to the Parties. The fees and other expense of retaining such independent public accounting firm shall be borne equally by the Parties. Such firm shall report its conclusions pursuant to this Section 2(g), and such report shall be conclusive on the Parties and not collected subject to dispute or review. The Parties agree that any prorations that cannot be precisely calculated as of the First Closing Date, but Purchaser shall make a commercially reasonable attempt to collect Date will be re-prorated as soon as reasonably practicable after the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation First Closing Date (hereinafter defined). (b) On the first business day immediately prior to the day which is but in no event more than sixty (60) days after the First Closing Date), or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or Party responsible for any other reason (in any event, the “Reconciliation Date”), Seller hereby payments resulting from such re-prorations agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofmake such payments promptly. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing Seller and not be merged therein. (a) At Closing, the Purchaser agree that all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items listed below relating to the Business or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall Assets will be prorated between Purchaser and Seller as of the Closing Date, with the Seller being charged and credited for all of same liable to the extent such items relate to any time period up to and including the Closing Date and the Purchaser or the applicable Purchaser Designee liable to the extent such date items relate to periods subsequent to the Closing Date (it being understood that the proration of Taxes is addressed in Section 6.10 and Purchaser being charged the proration of rebates paid or payable to customers of the Business resulting from purchases of products from the Business is addressed in Section 6.21): (a) the amount of any fees or charges which in any case are payable periodically by the Seller or any of its Subsidiaries with respect to any of the Transferable Permits; (b) the amount of sewer rents and credited charges for all water, electricity and other utilities and fuel; and (c) water board charges (waterschapslasten) and similar costs. For the avoidance of same on and after such date. If doubt, no amounts included within the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Adjustment Amount shall be based upon included in the prorations made pursuant to this Section 2.7. At least five (5) Business Days prior year’s assessmentsto Closing, the Seller shall deliver to the Purchaser a written statement setting forth the actual amounts (to the extent available at the Closing Date) in respect of the items described above that are to be prorated (the aggregate of such actual amounts being the "Closing Proration Amount"). No prorations shall be made in relation to rents not collected as of On the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after ClosingSeller or the Purchaser, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anyas applicable, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior pay to the day which is sixty (60) days after other party the Closing Proration Amount. To the extent that the actual amounts for any items to be prorated are not available at the Closing Date, the proration of such amounts shall be calculated and appropriate adjustments shall be paid by the Seller or the Purchaser, as applicable, as soon as reasonably practicable after the actual amounts become available. The Seller and the Purchaser shall furnish each other with such documents and other date records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees confirm all adjustments and proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes2.7. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The (a) Subject to the other provisions of this Section 14 8.5, the following matters and items shall survive Closing be prorated and not be merged therein. (a) At Closingapportioned between the parties hereto, all normal and customarily proratable itemsor, includingwhere applicable, without limitationcredited in total to a particular party, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases as of 11:59 pm on the Propertyday before the Closing Date (the “Cut Off Time”), prepaid with net credits, whether in favor of Buyer or Seller, to be settled in cash at the Closing; and accrued but unpaid expenses incurred for purposes of calculating prorations, (i) Seller shall be deemed to be in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing title to the Property, and any dues therefore entitled to the income therefrom and assessments of home or condominium owners’ associationsresponsible for the expenses thereof up to the Cut Off Time, and Buyer to be in title to the Property on and after the Cut Off Time, and (ii) all prorations shall be made on the basis of the actual number of days of the year and month that have elapsed as of the Closing Date. (b) Rents that have been collected for the month of the Closing will be prorated between Purchaser at the Closing, effective as of the date of the Closing. Not less than five (5) business days prior to Closing, Seller shall furnish to Buyer a schedule of all rents from Tenant which are then due and Seller payable but which have not been collected. With regard to due and payable rents that are uncollected as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall (i) no proration will be made in relation to rents not collected as of at the Closing DateClosing, but Purchaser (ii) Buyer shall make a commercially reasonable attempt effort after the Closing to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings rents in such attemptthe usual course of Buyer’s operation of the Property, and such collections, if any, (iii) Buyer shall be accounted for between Purchaser and Seller on the Reconciliation Date apply all rents collected (hereinafter defined). (bA) On the first business day immediately prior to the day which is sixty then-current month’s rental obligation due from Tenant, (60B) days then second towards any delinquent amounts relating to the period from and after the Closing Date, and (C) then third towards delinquent rents owed to Seller with respect to the period prior to the Closing Date. It is further agreed, however, that Buyer will not be obligated to institute any lawsuit or such other date as may collection procedures to collect uncollected rents, and Seller shall not be agreed upon in writing entitled to sxx the Tenant to collect same. Notwithstanding any of the foregoing provisions to the contrary, rents collected by Seller and Purchaser in order Buyer after the Closing Date applicable to have in hand the tax or any other assessments for the Property for the year month of Closing or for any other reason (in any event, the “Reconciliation Date”), and to which Seller hereby agrees to cause to is entitled shall be promptly paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) and any and all rents delinquent and unpaid on received by Seller after the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on applicable to the Property for the year month of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardto which Buyer is entitled, and (ii) any shall be promptly paid to Buyer. There are no common area maintenance expenses, administrative fees, insurance costs and expenses incurred property management fees payable to Seller by Purchaser Tenant under Section 32.(b)(ii) hereofthe Lease. There is no security deposit made or required to be made by Tenant under the Lease. (c) Notwithstanding anything else There shall be no proration of real estate taxes as Tenant pays real estate taxes directly to the contrary applicable governmental authority and has paid the first installment of 2019 real estate taxes payable in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes2020. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any Buyer shall pay the following costs of closing this transaction: (1) Any and all tenant security deposits then actually held expense(s) incurred by Seller under Leases covering Buyer or its representative(s) in inspecting or evaluating the Property. , except as otherwise expressly provided in this Agreement; (2) The cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by the Title Company in the event a Title Policy is not issued, unless caused by default of Seller will have no responsibility hereunder; (3) Any and all recording fees for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount Deed; (4) One-half of any and all deposits held on behalf escrow fees associated with the purchase and sale transaction contemplated herein, and all escrow fees associated with Buyer’s financing, if any; and (5) The fees and disbursements of Buyer’s counsel. (e) Seller shall pay the following costs of closing the transaction: (1) One-half of any and all escrow fees; (2) Any and all state and county real estate transfer, stamp or documentary taxes; (3) All title charges and the cost of the Title Policy, excepting the cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by the Title Company in the event a Title Policy is not issued, unless caused by default of Seller by utility companies with respect hereunder; (4) Subject to Section 4.1(a), all costs relating to the PropertySurvey; (5) Except as set forth in Section 8.5(d)(3) above, any and all recording fees; and (6) The fees and disbursements of Seller’s counsel. (f) The provisions of this Section 8.5 shall survive the Closing.

Prorations. Town and Developer shall apportion as of 11:59 p.m. of the day preceding the Closing (the “Proration Date”), the items for the Option Property hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of obligations set forth in this Section 14 10 shall survive Closing and not the Closing. The items to be merged therein.adjusted are: (a) At ClosingCity, all normal state, county, and customarily proratable items, including, without limitation, all school ad valorem taxes and other assessments assessed against for the Property, prepaid rents and other expenses and fees payable under any Leases fiscal year of sale. Should such proration be inaccurate based on the Propertyactual ad valorem tax xxxx, prepaid and accrued but unpaid expenses incurred in connection with if the operation or maintenance same has not been received by the date of Closing, either party may demand after the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertydate of Closing, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of entitled to receive upon demand, a payment correcting any mal- apportionment favoring the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)other party. (b) On If, at Closing, if the Option Property or any part thereof shall have been affected by an assessment or assessments, which are or may become payable in annual installments, of which the first business day immediately installment is then a charge or lien, then for the purposes of this Agreement, all the unpaid installments of any such assessment due and payable in calendar years prior to the day year in which is sixty (60) days the Closing occurs shall be paid by Developer and all installments becoming due and payable after the delivery of the deed shall be assumed and paid by the Town, except, however, that any installments which are due and payable in the calendar year in which the Closing Dateoccurs shall be adjusted pro rata. However, if such an assessment or assessments shall be due in one lump sum payment, then to the extent such other assessment(s) is for improvements in place as of the date as may of this Agreement, then such assessment(s) shall be agreed upon in writing paid by Seller and Purchaser in order to have in hand the tax or any other assessments Developer but if such assessment(s) is for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause improvements to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments made subsequent to the prorations made at Closing under Section 14.(a)date of this Agreement, above, including, without limitation, (a) any and all rents delinquent and unpaid on then the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred same shall be paid by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at Town. All such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser prorations shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller be final at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions following shall be prorated as of this Section 14 shall survive 11:59 p.m. Eastern time on the day immediately preceding the Closing Date and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed adjusted against the Property, prepaid Purchase Price due at Closing: (i) rents and any other expenses amounts accrued under the GSA-IRS Lease and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of allocable to the Property under any Service Contracts or otherwisethe GSA-IRS Rent Allocation Agreement; (ii) personal property Taxes, includinginstallment payments of special assessment liens, without limitationsewer charges, all utilities servicing the Property, water and any dues and assessments of home or condominium owners’ associations, other utility charges (utility charges shall be prorated between Purchaser based on the last reading of meters prior to Closing, which reading shall be requested by Seller no more than thirty (30) days prior to the Closing Date, if possible) and Seller Property Expenses accrued as of the Closing Date, Seller being charged subject to Section 4.2(b) hereof; and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If (iii) amounts owed by the assessments for Property Owner Subsidiary under any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected Contracts as of the Closing Date, but Purchaser Date (other than management fees under the existing property management agreement). All other items ordinarily and customarily prorated between buyers and seller in transactions similar to the Transactions shall make a commercially reasonable attempt to collect be prorated in accordance with the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings manner in which such items are customarily apportioned in the City of Philadelphia in such attempttransactions. Notwithstanding anything to the contrary contained herein, all apportionments and such collections, if any, prorations made hereunder shall be accounted for between Purchaser and Seller based on the Reconciliation Date (hereinafter defined). (b) On number of days of ownership of the first business day immediately prior Property in the period applicable to the day which is sixty apportionment, with Purchaser entitled to rents and other income (60and responsible for expenses accruing) days from and after the Closing Date. Prorations of annual payments will be made based on the number of days of ownership in the applicable annual period. If any of the foregoing items to be adjusted and/or distributed are not available at Closing, then the adjustment shall be made subsequent to Closing when the charge is determined. Any monies collected by Purchaser or such Seller after Closing which are the property of the other date as may party pursuant to this Section (but taking account of any credits given to either Party at Closing) shall be agreed upon held in writing trust by the Party receiving same and be paid over to the other Party within two (2) Business Days. Such monies shall be paid over and applied in the following priority: (A) first, on account of rents due to Seller and Purchaser in order to have in hand (and pro-rated between them as of the tax or any other assessments date of Closing Date) for the Property month in which Closing occurs; (B) then, on account of rents due to Seller for any month prior to the year month of Closing or for less the reasonable costs of collection; provided, however, that Purchaser shall not be obligated to take any steps to recover any rent arrearages (other reason (than billing tenants in any event, the “Reconciliation Date”ordinary course), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, ; and (bC) any savings resulting from any tax abatements then, on the Property account of rents due to Purchaser for the year periods on and after Closing. The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxessurvive Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. (a) With respect to the Property, Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to Closing and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the day Closing occurs. At the Closing, all items of income and expense with respect to the Property listed below shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: (i) Seller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the day Closing occurs, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in Schedule 3 extend over periods beyond the Closing the same shall be prorated on a per diem basis. Notwithstanding the foregoing, Seller shall receive the benefit of any future credits or refunds from any utility company in connection with the installation of such utility services. (ii) Real estate taxes and assessments on the Property shall be prorated based upon the period (i.e., calendar or other tax fiscal year) to which same are attributable, regardless of whether or not any such taxes are then due and payable or are a lien. Seller shall pay at or prior to Closing (or Buyer shall receive credit for) any unpaid taxes attributable to periods prior to the date of Closing (whether or not then due and payable or a lien as aforesaid); provided, that with respect to any assessments which can be paid in installments, Seller shall only be required to pay installments which are payable on or before the Closing Date. Seller shall receive credit for any previously paid or prepaid taxes attributable to periods from and after the date of Closing. In the event that as of the date Closing occurs the actual tax bills for the tax year or years in question are not available and the amount of tax to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes, shall be used; and after the Closing occurs and when the actual amount of taxes of the year or years in question shall be determinable, such taxes will be re-prorated between the parties to reflect the actual amount to such taxes. (iii) Gas, water, electricity, heat, fuel, sewer and other utilities charges the governmental licenses, permits and inspection fees relating to the Property, shall be prorated on a per diem basis. (b) The Title Company shall determine the aforesaid prorations and deliver such prorations to Seller and Buyer on or before the date that is three (3) business days before the Closing Date; provided that (i) if any of the aforesaid prorations cannot be calculated accurately as of the date that is three (3) business days prior to the Closing Date or, (ii) if any of the aforesaid prorations were calculated inaccurately, then the same shall be recalculated by the parties 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) shall promptly pay said sum to the other party, pursuant to the terms of this Section 8.4. (c) Seller shall deliver to Buyer the Survey referenced in Section 2.1(a) and the As-Built Survey referenced in Section 4.3. Seller shall pay all costs for such surveys and shall pay the cost of any title examination charges exceeding Two Thousand Dollars ($2,000). Buyer shall pay for the cost of any title examination charges up to Two Thousand Dollars ($2,000) and the cost of any endorsements to the Title Policy and any local transfer taxes applicable to the sale, and Seller shall pay the premium for the Title Policy and any state and county transfer taxes applicable to the sale. Seller and Buyer shall each pay fifty percent (50%) of any escrow fees and expenses. Seller and Buyer shall pay their respective attorneys’ fees. Any recording charges or other closing costs applicable to the sale shall be prorated between Buyer and Seller in accordance with customary practice for Xxxxxxx County, Georgia. (d) The provisions of this Section 14 8.4 shall survive Closing and not be merged thereinthe Closing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Purchase Price shall be increased or decreased as required to effectuate the proration of this Section 14 shall survive Closing expenses relating to the operation of WNGS. All expenses arising solely from the operations of WNGS and not be merged therein. (a) At Closingincurred by WNGS, all normal including business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyBroadcasting Assets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, employee compensation (including wages and salaries, accrued sick leave, severance pay and personal days) and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser Seller and Buyer in accordance with the principle that Seller shall be responsible for all expenses, costs and liabilities allocable to the operations of WNGS for the period prior to and including the Effective Time, and Buyer shall be responsible for all expenses, costs and obligations allocable to the operations of WNGS for the period after the Effective Time as determined in accordance with Section 2.2.3 below, subject to the following: (a) There shall be no adjustment for, and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Datesolely liable with respect to, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Liabilities and such collections, if any, shall be accounted for between Purchaser and Seller obligations under any Contracts listed on the Reconciliation Date (hereinafter defined)SCHEDULE 1-F or under any WNGS Employee Plans. (b) On Payments due under film or programming license agreements for the first business day immediately month in which the Closing occurs shall be prorated based on the number of days in such month on or before the Effective Time and the number of days in such month after and including the Effective Time. (c) There shall be no adjustment for any difference between the value of the goods or services to be received by Seller as of the Effective Time under trade or barter agreements relating to WNGS and the value of any advertising time remaining to be run by Seller as of the Effective Time under trade or barter agreements relating to WNGS ("Trade Agreements"); PROVIDED, HOWEVER, that this provision shall not apply to barter arrangements that do not arise under programming Contracts or which pertain to goods or services to be retained by Seller or her Affiliates after the Effective Date, which shall be prorated. (d) Seller shall be responsible for (i) any overdue amounts under film or programming license agreements to the extent relating to periods prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardClosing, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to payments that contractually have been deferred but for which Seller or WNGS have already received the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership benefit of the Property, Purchaser hereby agrees asset to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxeswhich they relate prior to Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all All normal and customarily proratable items, including, without limitation, all ad valorem taxes rents, operating expenses and assessments assessed against the Propertyleasing commissions, prepaid rents and other expenses and fees payable under fees, and payments relating to any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of agreements affecting the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing which survive the Property, and any dues and assessments of home or condominium owners’ associationsClosing, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to such date and Purchaser being charged the Closing Date (and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and amounts paid by Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior attributable to the day which is sixty (60) days period on or after the Closing Date, or such other date as may be agreed upon in writing by Seller ) and Purchaser in order to have in hand the tax being responsible for, and credited or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellercharged, as the case may be, a payment in an amount which reflects (i) net adjustments for all of same attributable to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any period on and all rents delinquent and unpaid on after the Closing Date Date. All unapplied Deposits under Tenant Leases, if any, shall be transferred by Seller to Purchaser at the Closing. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or install- ments of assessments, such proration shall be based upon the assessed valuation and subsequently collected by Purchasertax rate figures for the year in which the Closing occurs to the extent the same are available; provided, and that in the event that actual figures (b) any savings resulting from any tax abatements on whether for the assessed value of the Property or for the tax rate) for the year of Closing resulting are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraph. The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a challenge brought by either period (the "Proration Period") from the Closing Date until one hundred twenty (120) days after the Closing Date. Neither party hereto and shall have the costs right to require a recomputation of a Closing proration or expenses incurred by a correction of an error or omission in a Closing proration unless within the challenging party in that regardProration Period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else has given notice thereof to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon other party together with a change in land usage or ownership copy of its good faith recomputation of the Property, Purchaser hereby agrees proration and copies of all substantiating information used in such recomputation. The failure of a party to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver obtain any previously unavailable information or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within the PropertyProration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, All prepaid rents and other expenses and fees payable under any Leases on with respect to the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Premises shall be prorated between Seller and Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior Notwithstanding anything to the day contrary set forth in the Facility Lease, at the Closing, Lessee shall also pay to Seller an amount equal to Seller's reasonable estimate of the Additional Rent (as defined in the Facility Lease) due for the quarter in which is sixty the Closing occurs (60the "Closing Quarter"). Within ninety (90) days after the Closing Date, or such other date as may be agreed upon in writing by Lessee shall deliver to Seller a certificate reasonably acceptable to Seller and Purchaser certified by the chief financial officer of Lessee, setting forth the Gross Revenues (as defined in order to have in hand the tax or any other assessments Facility Lease) for the Property period from the commencement of the Closing Quarter through the Closing Date. A final reconciliation of the Additional Rent due for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to Quarter shall be paid to Purchaser, or Purchaser hereby agrees to pay to Sellermade based upon such certificate. If, as the case may bea result of such reconciliation, a payment in an amount which reflects (i) net adjustments the Additional Rent determined to be due for the Closing Quarter exceeds the amount paid by Lessee at the Closing, Lessee will pay such difference to Seller within ten (10) days after such final reconciliation or (ii) the Additional Rent determined to be due for the Closing Quarter is less than the amount paid by Lessee at the Closing, Seller agrees to refund such overpayment to Lessee within ten (10) days after such final reconciliation. (c) All items that are required to be prorated as of the Closing Date and that are not subject to an exact determination shall be estimated by the parties. When any item so estimated is capable of exact determination after the Closing, the party in possession of the facts necessary to make the determination shall send the other party a detailed statement of the exact determination so made, and the parties shall adjust the prior estimate within ten (10) days after both parties have received said statement. Either party will be entitled, at its own expense, to audit the records supporting the determination made. All prorations shall be made at as of the Closing under Section 14.(a)Date, above, including, without limitation, (a) any and with Seller entitled to all rents delinquent and unpaid other income on the Closing Date and subsequently collected by Purchaserto have responsibility for all expenses through 11:59 p.m. on the Closing Date, and (b) any savings resulting from any tax abatements on the Property Purchaser entitled to all rents and income and to be responsible for the year of all expenses thereafter. The cash payment due to Seller at Closing resulting from a challenge brought shall be increased or decreased by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership proration of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesforegoing items. (d) At The provisions of this Section 17 shall survive the Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The 11.1 Subject to the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingParagraph 11, all normal revenues and customarily proratable itemsexpenses 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, all ad valorem taxes and assessments assessed against the Property, prepaid rents 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 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 payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with leasing, and improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be the operation sole responsibility of Seller and shall be paid by Seller at or maintenance 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 Cxxxxxx, Xxxxxx & Co. (the “Cxxxxxx 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 Property under Close of Escrow, Seller shall not be responsible for any Service Contracts charges, fees, assessments or otherwiseother amounts relating to utilities, including, without limitation, all utilities servicing those for sewer, electricity, water and gas (the Property“Utility Charges”), which are incurred from and any dues and assessments of home or condominium owners’ associations, after the Closing Date. Buyer shall be prorated between Purchaser 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 bxxx Tenants for electricity/power charges that may not be fully reimbursed to Seller by such Tenants as of the Closing Date, Seller being charged Close of Escrow (the “Utility Bxxx Amounts”). Buyer shall bxxx and credited for all of same up use reasonable efforts to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for collect any such proratable items for Utility Bxxx Amounts in the year ordinary course of Closing have business (and such Utility Bxxx Amounts shall not yet been madebe forgiven, then any such prorations shall be based upon reduced, deferred, delayed or suspended by Buyer) through the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Survival Cut-Off Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required obligated to initiate engage a collection agency or take legal proceedings in action to collect any such attempt, and such collections, if any, amounts. Buyer shall be accounted entitled to retain ten percent (10%) of the Utility Bxxx Amounts that it collects for between Purchaser and delivery to Seller on hereunder. Seller shall have the Reconciliation Date right to seek collection of any Utility Bxxx Amounts applicable to any period before the Close of Escrow from any Tenants, but shall not have the right to evict Tenants or to terminate or threaten to terminate any such Tenant’s Lease or right to possession of its premises. Any Utility Bxxx Amounts actually collected by Buyer to which Seller is entitled hereunder shall be promptly delivered by Buyer to Seller (hereinafter definedafter deducting the 10% set forth above to which Buyer is entitled). 11.4 Buyer shall be credited and Seller shall be charged with (bbut Seller shall retain as its sole and separate property, notwithstanding any contrary provision in this Agreement) On any security deposits and advanced rentals in the first business day immediately prior nature of security deposits made by the lessees/licensees (the "Tenants”) under the Leases, except to the day which is sixty extent the same have been applied in accordance with the terms of said Leases (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments subject to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.Paragraphs 21.3

Prorations. The provisions items listed below shall be adjusted between the Seller and Buyer as of this Section 14 shall survive the Closing and not as a result of such adjustment shall be merged therein.added to or subtracted from the Purchase Price and shall be reflected on the Closing Statement delivered at Closing based upon the information provided by Seller and Buyer at the Closing which information the parties agree to provide to the other party: (a) At ClosingFinal readings for telephone, all normal and customarily proratable itemselectric, includinggas, without limitationsewer, all ad valorem taxes and assessments assessed against the Property, prepaid rents water and other expenses and fees payable under any Leases utilities with respect to the Vessels will be made, if possible, on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser Closing and Seller shall pay all outstanding amounts due as of that date which are allocable to the period prior to the Closing. Buyer shall pay to Seller all amounts allocable to the period after the Closing for any prepaid utility bills. If final readings cannot be obtained as of the Closing DateClosing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations responsible for having all meters read as soon as possible and a final adjustment on a per diem basis shall be made in relation to rents not collected as of after the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect when the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).next reading is available; and (b) On Other items customarily adjusted upon the first business day immediately sale of assets in a transaction involving the purchase and sale of assets similar to the Vessels including advance deposits and gift certificates for future excursion services shall be adjusted by the parties. Seller and Buyer shall diligently attempt to determine the exact amounts of prorations and adjustments prior to or at the day which is sixty (60) days after the Closing DateClosing, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventhowever, the “Reconciliation Date”), Seller hereby agrees to cause to parties acknowledge that exact amounts may not be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid available on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on agree to re-prorate such items following the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change final bills or statements, except for real estate and personal property taxes which shall not be readjusted except in land usage or ownership the event of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesmanifest error. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The following items, to the extent applicable to periods commencing prior to and ending after the Closing, shall be prorated as of the Closing Date based on the number of days in each such pre-Closing and post-Closing periods: (a) any rent and percentage rent payable pursuant to Seller Leases (which shall be prorated for rent on the basis of the number of days from the Closing Date to the last day in the month in which Closing occurs over the total number of days in the month in which Closing occurs and for percentage rent on the basis of the amount of sales to date in the current lease month over a pro rata portion of the break point for that month); and (b) all rebates, amounts and funds on account of, accrued by or due under the Soft Drink Agreements and the RSI Dividends. To the extent the amount of any credit pursuant to this Section 2.7 cannot be known as of Closing, such amount shall be calculated as soon as practicable after the information is available to allow calculation, and the party owing such credit hereunder shall promptly pay such credit amount to the other party as set forth in this Section 2.7. The net amounts of such prorations shall be paid: (i) by Seller to Buyer, if Buyer is entitled to a credit therefor, by wire transfer of immediately available funds to an account designated in writing by Buyer or (ii) by Buyer to Seller, if Seller is entitled to a credit therefor, by wire transfer of immediately available funds to an account designated in writing by Seller. Notwithstanding the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing2.7, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Taxes shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)accordance with Section 8.4. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Seller shall, pursuant to Section 1.1(k), be entitled to ---------- moneys collected within 30 days of this Section 14 the Closing Date based upon Seller's Accounts Receivable and shall survive Closing be responsible for all liabilities and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees obligations incurred or payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Stations through the Property, and any dues and assessments close of home or condominium owners’ associations, business on the day preceding the Closing Date. Buyer shall be prorated between Purchaser entitled to all income earned or accrued and Seller as shall be responsible for all liabilities and obligations incurred or payable in connection with the operation of the Stations after the close of business on the day preceding the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Buyer shall be entitled to moneys based upon the prior year’s assessments. No prorations shall be made in relation to rents not Sellers Accounts Receivable collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) more than 30 days after the Closing Date, . All overlapping items of income or such other date as may expense shall be agreed upon in writing by apportioned between Seller and Purchaser Buyer as of the close of business on the day preceding the Closing Date, in order to accordance with generally accepted accounting principles with the understanding that Buyer shall only have in hand the tax or any other assessments responsibility for the Property for the year of Closing or for any other reason (in any eventAssumed Obligations. Items to be apportioned include, but are not limited to, the “Reconciliation following: (a) Prepaid expenses arising from payments made for goods or services prior to the Closing Date if all or part of the goods or services have not been received or used prior to the Closing Date (for example, rents paid in advance for a rental period extending beyond the Closing Date”); (b) Liabilities, customarily accrued, arising from expenses incurred but unpaid as of the close of business on the day preceding the Closing Date (for example, frequency discounts; rent; and sales commissions); and (c) As to utility charges relating to the Stations, within thirty (30) days after the Closing, Buyer shall deliver to Seller hereby agrees a statement setting forth in reasonable detail the basis for prorations pursuant to cause to be paid to Purchaserthis Section, or Purchaser hereby agrees to and Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, any net amount due as the result of the proration statement (or, if there is a payment dispute, the undisputed amount thereof). If Seller disputes Buyer's determinations, or, if at any time after delivery of Buyer's statement of determinations any party determines that any item included in the proration is inaccurate or that an amount which reflects (i) net adjustments additional item should be included in the prorations, the parties shall confer with regard to the prorations matter and an appropriate adjustment and payment shall be made at Closing under Section 14.(a)as agreed upon by them or, aboveif they are unable to resolve the matter, includingby a firm of independent certified public accountants mutually agreeable to the parties, without limitation, (a) any and all rents delinquent and unpaid whose decision on the Closing Date matter shall be binding and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs whose fees and expenses incurred shall be borne equally by Purchaser under Section 32.(b)(ii) hereofthem. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income and expenses arising from the conduct of the business and operations of the Cox Stations and the RRC Station on the one hand, all normal and customarily proratable itemsthe Salem Station, includingon the other hand, shall be prorated between Cox and Salem in accordance with generally accepted accounting principles as of 12:01 a.m., on the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall use commercially reasonable efforts to provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in SECTIONS 4.2(C) and 4.2(D); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to Salem a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt to collect detail the same basis for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be accounted for between Purchaser conclusive and Seller on binding upon Salem unless Salem provides Cox with written notice of objection (the Reconciliation Date "Notice of Disagreement") within one hundred twenty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or such other date as may be agreed upon in writing reject Salem's Proration Amount. Payment by Seller and Purchaser in order to have in hand the tax Salem or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerCox, as the case may be, a payment in an amount which reflects of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) net adjustments Salem's acceptance of the Cox Proration Schedule or failure to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year give Cox a timely Notice of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, Disagreement and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(iiCox'x xxxeptance of Salem's Proration Amount or failure to reject Salem's Proration Amount within fifteen (15) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon days of receipt of a change in land usage or ownership Notice of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.Disagreement; (d) At ClosingWithin ninety (90) days of the Closing Date, Seller willSalem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox'x Xxxration Amount"). Salem shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject Cox'x Xxxration Amount. Payment by Cox or Salem, as the case may be, of the proration amounts determined pursuant to this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox'x xxxeptance of the Salem Proration Schedule or failure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox'x Proration Amount or failure to reject Cox'x Xxxration Amount within fifteen (15) days of receipt of a Notice of Disagreement; and (e) In the event of any disputes between the parties as to the prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid at its election the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in its sole discretionthe United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either deliver Cox or credit Salem fails to Purchaser pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and all tenant security deposits then actually held by Seller under Leases covering such interest shall be payable upon demand. Notwithstanding the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Furtherprovisions of SECTION 4.2(C), Seller will be credited at Closing with (D) and (E) of this Agreement, if the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the Closing Date, then the amount will be estimated as of such date, and all deposits held on behalf once the amount of Seller by utility companies with respect such taxes is known, Salem shall pay to Cox, or Cox shall pay to Salem, as the Propertycase may be, the net amount due as a result of the actual apportionment of such taxes.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll payments under or pursuant to the Assumed Contracts relating to periods both before and after the Closing Date, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against whether payable before or after the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsClosing Date, shall be prorated between Purchaser and Seller Seller, on the basis of a 365-day year and the number of days elapsed in calendar year 2006 as of the Closing Date. With respect to any products sold (or services rendered) to Seller pursuant to the Assumed Contracts or other obligations pursuant to which Seller purchases products (for example, purchase orders), Seller being charged and credited for all of same up to such date and Purchaser being charged shall use reasonable commercial efforts to arrange for vendors to bxxx Seller directly on or prior to the Closing Date and credited for all of same on and Purchaser directly after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or any Collateral Agreement, but Purchaser shall make a commercially reasonable attempt amounts due for supplies received from or services rendered by third-party vendors to collect Seller on or prior to the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, Closing Date shall be accounted for between Purchaser the account of and Seller on paid by Seller, except to the Reconciliation Date (hereinafter definedextent such amounts are Assumed Liabilities as contemplated in Section 3.1(b). (b) On After the first business day immediately prior Closing, any ad valorem, use, real and personal property and similar Taxes, installments or special assessments arising from, or relating to, the Transferred Assets or the conduct of the Business, which become due and payable on or after the Closing Date and relate to the day which is sixty (60) days periods both before and after the Closing Date, or such other date as may shall be agreed upon in writing by prorated and adjusted between Seller and Purchaser in order to have in hand as of the tax or any other assessments Closing Date on a per diem basis and Seller shall be responsible for the Property for the year of Closing or for any other reason (and, in any event, case where payment to the “Reconciliation Date”), Seller hereby agrees to cause applicable taxing authority is to be paid made by Purchaser, shall pay such amount to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments portion of such amounts allocable to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid period or portion thereof ending on the Closing Date and subsequently collected by Purchaser, and for which payment is due after the Closing Date at least ten (b10) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else Business Days prior to the contrary in this Section 14, if the Property has been assessed for property tax purposes at date such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes Taxes become due and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespayable. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll payments under or pursuant to the Assumed Contracts relating to periods both before and after the Closing Date, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against whether payable before or after the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsClosing Date, shall be prorated between Purchaser and Seller Seller, on the basis of a 365-day year and the number of days elapsed in calendar year 2006 as of the Closing Date. With respect to any products sold (or services rendered) to Seller pursuant to the Assumed Contracts or other obligations pursuant to which Seller purchases products (for example, purchase orders), Seller being charged and credited for all of same up to such date and Purchaser being charged shall use reasonable commercial efforts to arrange for vendors to xxxx Seller directly on or prior to the Closing Date and credited for all of same on and Purchaser directly after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or any Collateral Agreement, but Purchaser shall make a commercially reasonable attempt amounts due for supplies received from or services rendered by third-party vendors to collect Seller on or prior to the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, Closing Date shall be accounted for between Purchaser the account of and Seller on paid by Seller, except to the Reconciliation Date (hereinafter definedextent such amounts are Assumed Liabilities as contemplated in Section 3.1(b). (b) On After the first business day immediately prior Closing, any ad valorem, use, real and personal property and similar Taxes, installments or special assessments arising from, or relating to, the Transferred Assets or the conduct of the Business, which become due and payable on or after the Closing Date and relate to the day which is sixty (60) days periods both before and after the Closing Date, or such other date as may shall be agreed upon in writing by prorated and adjusted between Seller and Purchaser in order to have in hand as of the tax or any other assessments Closing Date on a per diem basis and Seller shall be responsible for the Property for the year of Closing or for any other reason (and, in any event, case where payment to the “Reconciliation Date”), Seller hereby agrees to cause applicable taxing authority is to be paid made by Purchaser, shall pay such amount to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments portion of such amounts allocable to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid period or portion thereof ending on the Closing Date and subsequently collected by Purchaser, and for which payment is due after the Closing Date at least ten (b10) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else Business Days prior to the contrary in this Section 14, if the Property has been assessed for property tax purposes at date such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes Taxes become due and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespayable. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe expenses and obligations set forth below shall be prorated as of 11:59 p.m. on the Closing Date (the "Cutoff"), with Seller being responsible for that portion arising before the Cutoff and Purchaser being responsible for that portion arising after the Cutoff: (i) all normal and customarily proratable itemspersonal property Taxes, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyobligations, and any dues and assessments of home or condominium owners’ associationssimilar Taxes imposed on a periodic basis, in each case levied with respect to the Assets, shall be prorated between on the basis of the number of days of the relevant tax year or period which have elapsed through the Closing Date; and (ii) all charges for utilities (including without limitation, electricity fuel, water, sanitation, and garbage disposal) and other services and goods furnished to, or in connection with, the operation of the Business shall be prorated on the basis of the number of days of the relevant time period which have elapsed through the Closing Date. (b) Seller shall use its reasonable best efforts to cause all utility xxxxxxxx of the Business to be closed and billed by the respective utility companies as of the Closing Date in order that utility charges may be separately billed for the period prior to the Closing Date and the period after the Closing Date. In the event that any such utility charges are not separately billed, they shall be prorated, presuming that such charges were uniformly incurred during the billing period in question. Purchaser shall have sole responsibility for establishing Purchaser's own accounts with such utilities and Seller causing such utility services to continue beyond the Closing Date. (c) If any item described in this SECTION 3.8 cannot be prorated, adjusted, or determined as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations it shall be based upon the prior year’s assessments. No prorations separately prorated, adjusted, and determined as soon as possible thereafter and any payment due shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date paid by check within five (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (605) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership determination of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxescharge. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions following shall be prorated as of this Section 14 the Closing Date and the Purchase Price shall survive Closing and not be merged therein. adjusted accordingly at Closing: (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and any other expenses amounts actually collected from tenants and fees payable under any Leases on other persons using or occupying the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller Properties as of the Closing Date; (b) sewer charges, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations utility charges (utility charges shall be prorated based upon on the last reading of meters prior yearto Closing performed at Seller’s assessments. No prorations shall be made in relation to rents not collected request, if possible) and normally prorated operating expenses actually billed or paid as of the Closing Date, but ; and (c) amounts owed by Seller or paid under the Service Contracts as of the Closing Date. Purchaser shall make a at all times after Closing use commercially reasonable attempt efforts (not to include commencing any eviction action or other litigation to collect such delinquency) to collect all rent or other amounts owed for the same for Seller's benefit after period prior to Closing, but and Seller shall retain the right for up to ninety (90) days after Closing to pursue all PFS:009462.0002.2820427.11 remedies (not be required to initiate legal proceedings in include commencing any eviction action or other litigation to collect such attemptdelinquency, or terminating any lease) against tenants under Leases to collect such rents and such collections, if any, other amounts due to Seller. All rent received by Purchaser or Seller after the Closing Date shall be accounted for between Purchaser applied first to current rentals, then to delinquent rents accruing in the month of Closing and Seller on then, to the Reconciliation Date (hereinafter defined). (b) On extent the first business day immediately applicable tenant identifies such rent as attributable to the period prior to Closing, to delinquent rentals accruing prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by . The agreements of Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary set forth in this Section 14, if 8(a) shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesClosing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable itemsRents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all ad valorem as and when actually collected; real property taxes and assessments assessed against assessments; intangible and personal property taxes; all other income from the Property; water, prepaid rents sewer, electricity (to the extent payable by Seller) and all other expenses and fees utility charges; amounts payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseother agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property, shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and is responsible for the expenses of the day of Closing), on the basis of a 365-day year. 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, all utilities servicing 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 provided that Seller retains the right to collect any such rents and other sums due from tenants for periods prior to Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to sxx for collection. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar (or, if applicable, fiscal) year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). For Leases which do not have a base year amount or expense stop, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated based on the expenses actually incurred by each party for such year and each party’s period of ownership of the Property, and otherwise in accordance with this Section 8.5(a). The amount of any dues and assessments of home or condominium owners’ associations, cash security deposits held by Seller under Leases shall be prorated between Purchaser credited against the Purchase Price (and Seller as shall be entitled to retain such cash security deposits). Seller shall execute and deliver documents reasonably required to transfer the benefit of such security deposits to Buyer. Seller shall receive credits at Closing for the amount of utility or other deposits with respect to the Property that are transferred to Buyer, if any. 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 DateDate or in the case of rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated at the request of either Buyer or Seller being charged as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and credited either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Upon request of either party, the parties shall provide a reasonably detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after Closing and to the manner in which such payments were applied, and shall make their books and records reasonably available for all inspection by the other party during ordinary business hours upon reasonable advance notice. Seller retains the right to pursue and control any tax appeals applicable to periods prior to the tax year of same up the Closing, and Buyer shall cooperate with Seller with respect to such date appeals at no cost or expense to Buyer. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller and Purchaser being charged relating to the period after Closing shall be for the account of Buyer. To the extent a party receives a refund belonging to the other party on account of the preceding sentence, the receiving party shall remit such refund (net of attorneys’ fees and credited for costs reasonably incurred in obtaining such refund) to the party entitled to such refund within five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall prorate all costs incurred and recovered in connection therewith based on the portion of same on and after such datethe proceeds of any tax appeal recovery allocable to each party’s respective period of ownership of the Property. If the assessments for any such proratable items for proration at Closing of real property taxes varies from the year final determination of Closing have not yet been madereal property taxes when a final tax bxxx is rendered, then any such prorations shall be based upon at the prior year’s assessments. No prorations shall be made in relation to rents not collected as written request of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit either party after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, the real property taxes shall be accounted for re-prorated between Purchaser and Seller on the Reconciliation Date (hereinafter defined)parties to properly reflect the amount of real property taxes actually payable or paid. (b) On Unless otherwise set forth herein, the first business day immediately prior closing costs associated with this transaction shall be paid as follows: Seller shall pay: (i) The documentary stamps and transfer taxes to be attached to the day Deed; (ii) Recording fees with respect to documents which is Seller elects to place of record in order to cure title objections raised by Buyer to the extent Seller elects to cure the same, as fully described in said Section 4.2; (iii) One-half of the Escrow Agent’s fees and costs; and (iv) Seller’s attorneys’ fees and costs. Buyer shall pay: (i) The recording fee required to record the Deed; (ii) Title charges including the cost of the Owner’s Title Insurance Commitment and Policy, including all search fees and premiums relating thereto; (iii) The cost of Survey ordered by Buyer; (iv) One-half of the Escrow Agent’s fees and costs; and (v) Buyer’s attorney fees. (c) Any percentage rent received by either party shall be prorated within sixty (60) days after receipt, based upon the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments tenant’s sales for the Property for portion of the lease year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay allocable to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any ’s and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or Buyer’s respective ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At The provisions of this Section 8.5 shall survive the Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to the Letter Agreement, all normal the items described below with respect to each Property shall be apportioned between Seller and customarily proratable itemsPurchaser and shall be prorated on a per diem basis as of 11:59 p.m. of the day before the Closing Date: (i) annual rents, other fixed charges (including prepaid rents), unfixed charges and additional rents (including, without limitation, all ad valorem taxes on account of taxes, xxxxxx’x wage, electricity and assessments assessed against percentage rent), in each case paid under the PropertyLeases (it being agreed that any such amounts not paid prior to the Closing Date shall not be apportioned but shall be dealt with in accordance with the provisions of Section 2.6); (ii) amounts payable under the Contracts to be assigned to Purchaser; (iii) real estate taxes, prepaid rents vault taxes, water charges and sewer rents, if any, on the basis of the fiscal year for which assessed, to the extent not paid or payable directly to such applicable government authority or utility by any Tenant under its Lease; (iv) fuel, electric and other expenses utility costs, to the extent not paid or payable directly to such applicable government authority or utility by any Tenant under its Lease; (v) payments of interest on any Loan Asset actually made for the month in which the Closing occurs as well as payments of accrued and fees unpaid interest and other sums and charges due and payable under any Leases on the PropertyLoan Assets in respect to periods prior to Closing for which the Applicable Party shall receive a credit at Closing. Reserve accounts and prepaid interest for periods subsequent to the Closing actually paid, prepaid and accrued but unpaid expenses incurred if any, in connection with each Loan Asset sold shall be assigned by the operation Applicable Party to Purchaser at Closing without representation, warranty or maintenance recourse; (vi) assessments, if any, to the extent not paid or payable directly by any Tenant under its Lease, provided, however, that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements shall be paid by Seller or the Applicable Party if due and payable prior to the Closing and by Purchaser if due and payable subsequent to the Closing; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located; and (x) Rent abatements, free rent and rent concessions, if any, payable under or in respect of any Service Contracts and all Leases entered into at any time prior to the Closing shall be and are hereby expressly assumed by, Purchaser. All leasing brokerage commissions (or otherwiseunpaid installments thereof) due and payable under or in respect of any renewal, includingextension or expansion option provided for in any Lease shall be allocated to, without limitationand are hereby expressly assumed by, Purchaser. After Closing the parties agree to reconcile the amounts of all leasing brokerage commissions, all utilities servicing tenant improvement allowances, all tenant improvement work, all development costs and all capital improvements undertaken with the Property, respect to the Assets after the date hereof and agree to reapportion any dues and assessments of home amounts owed between the parties pursuant to this Section or condominium owners’ associations, shall be prorated between Purchaser and Seller as of pursuant to the Closing DateLetter Agreement. If any amounts are payable hereunder or under the Letter Agreement after Closing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of agree that the party that owes such amount shall remit the same on and promptly after such datea final determination has been made. If the assessments parties can not agree on a final determination the parties agree that the dispute shall be submitted to an Expedited Arbitration Proceeding. (xi) Purchaser shall receive a credit at Closing equal to the amount of principal, if any, repaid in reduction of the outstanding principal balance of any Loan Asset between the date hereof and Closing. [LI and RSVP only] (xii) Purchaser shall receive a credit at Closing equal to the outstanding principal balance of any Existing Debt encumbering the Assets actually purchased by Purchaser or a designee, but not for any such proratable items capitalized interest, default interest, sums and other charges due and owing. Accrued and unpaid interest on the Existing Debt in respect of the month of Closing shall be apportioned and prorated on a per diem basis as required pursuant to clause (a) above. The Applicable Parties shall receive a credit for the amount in any reserves under such Existing Debt and Purchaser shall have all right title and interest to such reserves. (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Seller and Purchaser shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing have Date occurs. (c) If there is a water or other utility meter(s) on a Property, Seller shall or shall cause the Applicable Party to furnish a reading to a date not yet been mademore than thirty (30) days prior to the Closing Date and the unfixed meter charge and the unfixed sewer rent, then any if any, based thereon for the intervening time shall be apportioned on the basis of such prorations last reading. If Seller or the Applicable Party cannot readily obtain such a current reading, the apportionment shall be based upon the prior year’s assessments. No prorations shall be most recent reading. (d) At the Closing, if Purchaser elects to take an assignment of any utility deposit made in relation to rents not collected as of by Seller or the Closing DateApplicable Party with any utility company, but then Purchaser shall make a commercially reasonable attempt reimburse Seller for such utility deposit and Seller shall or shall cause the Applicable Party to collect the same for Seller's benefit after Closing, but shall not execute such documents as may be required to initiate legal proceedings assign its rights in such attempt, deposits to Purchaser and provide such collectionsutility companies with notice of such assignment, if any, necessary (in each case in form and substance reasonably satisfactory to Purchaser). Any utility deposits not so assigned to Purchaser shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)refunded to Seller. (be) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason shall prepare an agreement (in any event, the “Reconciliation DateProration Agreement”), ) setting forth on a Property-by-Property basis in reasonable detail the prorations described in this Section 2.5 and stating the net amount owed to Seller hereby agrees to cause to be paid to or Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment on account thereof. Seller and Purchaser shall execute and deliver the Proration Agreement as provided in an amount Section 2.4. (f) If any of the items described above cannot be apportioned at the Closing because of the unavailability of the amounts which reflects (i) net adjustments are to be apportioned or otherwise, or are incorrectly apportioned at the prorations made at Closing under Section 14.(a)Closing, aboveor subsequent thereto, includingsuch items shall be apportioned or reapportioned, without limitationas the case may be, (a) any and all rents delinquent and unpaid on as soon as practicable after the Closing Date and subsequently collected by Purchaseror the date such error is discovered, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofas applicable. (cg) Notwithstanding anything else With respect to Sold Equity Interests, the contrary parties shall make the adjustments in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies 2.5 only with respect to the PropertyApplicable Party’s percentage ownership interest in the applicable subsidiary. (h) The provisions of this Section 2.5 shall survive the Closing.

Prorations. The provisions of Notwithstanding anything to the contrary contained in this Section 14 Option Agreement, Owner shall survive Closing and not be merged therein. (a) At pay in full on or before Closing, all normal and customarily proratable itemspersonal property taxes, including, without limitation, all ad valorem general real estate taxes and installments of special assessments assessed against related to the PropertySection 33 Property and the Section 27 Property that become delinquent prior to the year of Closing. All personal property taxes, prepaid rents general real estate taxes, and other expenses and fees payable under special assessments (including any Leases on the Property, prepaid and accrued but unpaid expenses incurred installments of special assessments) in connection with the operation or maintenance respect of the Section 33 Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for that become delinquent in the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations treated as current and shall be made in relation to rents not collected prorated as of the date of the Closing; provided, however, if Bxxxxxx has elected to reserve the Life Estate, then Bxxxxxx shall be responsible for the full amount of personal property taxes, general real estate taxes and special assessments (including any installments of special assessments) levied or assessed against the Life Estate Surface Area, including the Residence and the improvements located thereon that become delinquent in the year of the Closing Dateand that thereafter become delinquent at any time during the term of the Life Estate. All personal property taxes, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptgeneral real estate taxes, and such collections, if any, shall be accounted for between Purchaser and Seller on special assessments (including any installments of special assessments) in respect of the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon Section 27 Property that become delinquent in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to shall be paid to Purchaserby Owner and shall not be prorated. Owner shall be responsible for and shall timely pay all personal property taxes, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchasergeneral real estate taxes, and special assessments (bincluding any installments or special assessments) any savings resulting from any tax abatements on that are levied or assessed in respect of the Section 27 Property for in or after the year of Closing resulting from a challenge brought by either party hereto the Closing; provided that Optionee shall be responsible for and shall timely pay all real estate taxes that are levied or assessed in respect of the costs Section 27 Mineral Interests in or expenses incurred by after the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) year of the Closing. Notwithstanding anything else to the contrary contained in this Section 1414(vi), if nothing in this Section 13(vi) shall be construed to supersede any provision in this Option Agreement or the Property has been assessed for property tax purposes at such rates as would result Deed relating to Beverly’s payment of taxes, assessments or other obligations in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership respect of the PropertyLife Estate, Purchaser hereby agrees should she elect to pay all such taxes and Purchaser reserve the same. All utility charges for periods prior to Closing shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held be paid by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect Owner unless related to the Propertyactivities of Optionee in respect of this Option Agreement, all of which shall be paid by Optionee.

Prorations. The provisions of this Section 14 shall survive Closing and not All matters involving prorations, credits or adjustments to be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred made in connection with the operation or maintenance Closing and not specifically provided for in another section of the Property under any Service Contracts or otherwise, including, without limitationthis Agreement shall be adjusted in accordance with this Section 4.2. Except as otherwise set forth herein, all utilities servicing items to be prorated pursuant to this Section 4.2 shall be prorated as of 11:59 P.M. on the day immediately preceding the Closing Date, with Purchaser to be treated as the owner of the Property, for purposes of prorations of income and any dues expenses, on and assessments after the Closing Date. Notwithstanding the foregoing, in the event that the Purchase Price is not disbursed to or as directed by Seller on or before 3:00 p.m. (eastern time) on the Closing Date, then, for purposes of home or condominium owners’ associationsthis Section 4.2, the Closing shall be prorated between deemed to have occurred on the next business day and all adjustments shall be recomputed accordingly. Except as otherwise set forth herein, all prorations shall be done in accordance with the customs with respect to title closings recommended by The Real Estate Board of New York, Inc. All prorations and closing payments shall be made on the basis of a Proration Statement (as hereinafter defined) approved in writing by Purchaser and Seller as hereinafter set forth. If, subsequent to the Closing, Seller or Seller’s managing agent receives any rental checks from any Tenants made payable to Seller which relate to the period subsequent to the Closing, Seller shall endorse such checks to the payment of Purchaser and promptly deliver the same to Purchaser. Not later than five (5) business days prior to the Closing Date, Seller being charged and credited for will deliver to Purchaser a proposed “Proration Statement” which shall contain per diem amounts of all of same up closing amounts to such date and Purchaser being charged and credited for all of same on and after such datebe prorated. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the Not later than three (3) business days prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make deliver to Seller a commercially reasonable attempt written statement of objection or agreement to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date Proration Statement. Not later than two (hereinafter defined). (b2) On the first business day immediately days prior to the day which is sixty (60) days after the Closing Date, or Purchaser and Seller shall meet for the purpose of agreeing to and finalizing the Proration Statement, each of Purchaser and Seller hereby agree to act reasonably and in good faith in such other date as may discussions and determinations. Any errors in apportionments pursuant to this Section 4.2 shall be agreed upon in writing corrected by appropriate re-adjustment between Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments subsequent to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on when the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs charge or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser error is determined. The following items shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.prorated:

Prorations. The provisions At the Closing, prorations between the Operator or applicable Seller, on the one hand, and Buyer (on behalf of this Section 14 itself and EAGL), on the other hand, shall survive Closing and not be merged therein.made for each Golf Course Property as follows: (a) At Closing, all normal and customarily proratable items, including, without limitation, all All general ad valorem taxes, special assessments and other taxes and assessments assessed or charges of a similar nature imposed by any Governmental Authority against the Property, prepaid rents or by any applicable property owners association, utility district or any other body (collectively, the “Impositions” ) against the Golf Course Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date shall have been paid by the applicable Owner or, to the extent required under the applicable Lease, by the Tenant under such Lease, on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the amount of Impositions that relate to the period on and after the Closing Date (and 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 the current year have accrued but are not yet due and payable, such amounts shall be paid by Buyer (or EAGL, as applicable) 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 adjusted by any known changes relating to the period during which the Closing occurs, and shall be subject to true-up pursuant to Section 6.6(j). (b) All charges for gas, electricity, water, telephone, sewer and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information; Sellers shall request that the companies and Seller municipalities furnishing utility services to the Properties make termination readings on the morning of the Closing Date, or 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. (c) 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 Golf Course Properties but that have not been invoiced as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser except that liability in respect of Refundable Membership Deposits shall make a commercially reasonable attempt to collect be treated in the same for Seller's benefit after Closing, but manner addressed in Section 5.3 and shall not be required prorated. (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 Operator, as applicable, with respect to initiate legal proceedings in such attempt, and such collections, if any, the Golf Club Properties shall be accounted prorated as of the Closing Date. (e) Buyer shall receive a credit in the amount of all deposits received by Sellers or the Operator, as applicable, for between Purchaser Bookings to take place after the Closing (and Seller on the Reconciliation Date (hereinafter definedshall assume all liability arising after Closing with respect thereto). (bf) On Buyer shall receive a credit for all gift certificates, rain checks, or other instruments redeemable for goods or services at the first business day immediately Golf Course Properties and sold or issued on or after the date that is twelve (12) months prior to the day Closing Date, to the extent they have neither been redeemed nor expired as of the Closing Date; provided, however, that the Buyer will not receive a credit for the redemption value of any electronic gift cards which will not be capable of being redeemed at the Golf Course Properties following termination of the existing point of sale software; Buyer agrees that all customers who present such cards for redemption at the Golf Course Properties will be referred to AGC’s website (xxx.xxxxxxxxxxxx.xxx), where they can redeem the cards on line, or to AGC’s customer service line (888-426-4653), where they can request a refund. (g) Except as provided in Sections 5.2(b) and 6.6(k), all other items of income or expense with respect to the Property 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 xxxxxxxx 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 Golf Course Properties in the ordinary course of business (or for other purposes approved by Buyer, which approval shall not be unreasonably withheld, conditioned or delayed) 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 Sellers or the Operator, as applicable. (h) For all items of income or expense that relate to a period in which the Closing Date (or, as applicable, the Follow-on Closing Date) occurs, all prorations shall be made on the basis of a fraction, the denominator of which is sixty the actual number of days in such period and the numerator of which is (60a) for purposes of determining the Sellers’ share of such items of income or expense, the number of days in such period that precede the Closing Date and (b) for purposes of determining the Buyer’s share of such items of income or expense, the number of days in such period that fall on or after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects . (i) net adjustments Seller shall be responsible for (i) any Income Tax (as hereinafter defined) allocated to the prorations made at Closing under Section 14.(a), above, including, without limitation, Las Vegas Seller (aor any previous direct or indirect holder of the Las Vegas Interest) any pursuant to the Joint Venture Agreement and all rents delinquent and unpaid on relating to the period prior to the Closing Date and subsequently collected by Purchaser, and (bthe “Sellers’ Tax Liability Period”) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs Income Tax liability resulting from the receipt of any portion of the Purchase Price by Las Vegas Seller for the sale of the Las Vegas Interest pursuant to this Agreement (collectively, “Sellers’ Ownership Income Tax Liability”), and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else Buyer shall be responsible for any Income Tax allocated to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership owner of the Property, Purchaser Las Vegas Interest pursuant to the Joint Venture Agreement and relating to the period on and after the Closing Date (except for any Sellers’ Ownership Income Tax Liability described in clause (ii) of this sentence). Seller hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller hold harmless Buyer from and against all claims any Claim that may be incurred by Buyer by reason of Seller’s breach of its obligation to pay any Sellers’ Ownership Income Tax Liability. “Income Tax” shall mean any federal or state income tax, along with interest and liability for such taxes. (d) At Closingpenalties assessed thereon, Seller will, at its election due and payable by the owner of the Las Vegas Interest in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing connection with the amount ownership or operation of the Property (as that term is defined in the Joint Venture Agreement) (but specifically excluding any state or local transfer or excise tax due in connection with the sale of the Las Vegas Interest pursuant to this Agreement, which shall be shared equally by the parties consistent with clause (ii) of Sections 6.5(a) and all deposits held on behalf of Seller by utility companies with respect to the Property6.5(b))).

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated between Purchaser Buyer and Seller Sellers as of and through the Closing DateDate and shall constitute an adjustment to the Purchase Price: (i) All ad valorem, Seller being charged real and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for personal property Taxes (including without limitation any such proratable items Taxes paid indirectly through the lessors under or relating to the Leases), general and special assessments (solely with respect to installments due in the current Tax year), and any other property Taxes relating to the Acquired Assets for the current tax year; however, if the amount of such Tax for the current Tax year of Closing have is not yet been madedeterminable, then any such prorations it shall be based upon initially be prorated on the prior year’s assessments. No prorations basis of the Tax for the immediately preceding Tax year or, if greater, the amounts billed by the landlords for the current period and finally adjusted after the amount of Tax for the current Tax year becomes determinable, (ii) All payments to the lessors under or relating to the Leases, including unpaid or prepaid rent, security deposits (which shall be made in relation returned to rents not collected as the Sellers to the extent released by the lessors), and common area maintenance charges; and (iii) Any prepaid expenses associated with the operation of the Closing DateAcquired Locations which were paid by Sellers in the Ordinary Course of Business, including without limitation telephone expenses and utility charges, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)excluding advertising expenses. (b) On Sellers shall bear the first business day immediately cost and expense of all prorated items set forth in this §2.10 applicable to periods prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on including the Closing Date and subsequently collected by Purchasershall receive the benefits thereof, Buyer shall bear the cost and expense of payment of all prorated items set forth in this §2.10 applicable to periods from and after the Closing Date and shall receive the benefits thereof, and (b) any savings resulting from any tax abatements on the Property Purchase Price shall be adjusted, if necessary, to account for such division of the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofof prorated items. (c) Notwithstanding anything else to At the contrary in this Section 14Closing, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser amounts shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At be estimated by the Parties in the manner set forth above or otherwise in good faith, with final adjusting payments due once the actual amounts are determined. After Closing, Seller willeither Party, at its election and in its sole discretionoption, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering may give the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with other Party written notice of the correct amount of any and all deposits held on behalf of Seller by utility companies with respect payment any necessary adjustment to the Propertyprorations due under this §2.10 (accompanied by documentation substantiating such amount) and (B) the Party from whom additional payment is required will pay the applicable amount within ten Business Days after such notice.

Prorations. The following shall be prorated between Buyer and Seller as of 12:01 A.M. on the Date of Occupancy, on the basis of the actual number of days during the month in which the Date of Occupancy occurs: utility charges, and rents. Delinquent rent shall not be prorated by Escrow Agent unless collected prior to Closing. In addition to the foregoing apportionments, Seller shall receive all other income accrued (including without limitation delinquent rent collected after Closing), and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property before the Date of Occupancy, and Buyer shall receive all other income accruing, and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property on or after the Date of Occupancy. Notwithstanding anything to the contrary in this paragraph, there shall be no proration of any amount received by Seller before the Date of Occupancy in connection with service contracts. With respect to the proration of real property taxes and special assessments (“Taxes”), the parties acknowledge and agree that (a) if the Closing occurs prior to the date that 2006 taxes are paid, then the proration of Taxes shall be based on the 2006 tax bxxx and shall be prorated as of the Closing Date taking into account the maximum allowable discount for early payment and all amounts paid under paragraph 6(b) of the Occupancy Agreement, and (b) if the Closing occurs following the date that 2006 taxes are paid, then there shall be no proration of Taxes. Buyer and Seller shall use their best efforts to complete all income and expense reconciliation to be performed outside of Escrow as soon as possible after Closing; provided, however that the parties agree that they shall reprorate Taxes and all items of income and expense within thirty (30) days following written demand by the other party. The provisions of this Section 14 10 shall survive Closing and not be merged thereinthe Closing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions following items shall be prorated between Buyer and Seller as of this Section 14 and through the Closing Date and shall survive Closing and not be merged therein.constitute an adjustment to the Purchase Price: (a) At ClosingAll ad valorem, all normal real and customarily proratable itemspersonal property Taxes (including without limitation any such Taxes paid indirectly through the lessors or sublessors under or relating to the Leases), including, without limitation, all ad valorem taxes general and special assessments assessed against (solely with respect to installments due in the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertycurrent Tax year), and any dues and assessments other property Taxes relating to the Acquired Assets for the current tax year; however, if the amount of home or condominium owners’ associationssuch Tax for the current Tax year is not determinable, (i) it shall be prorated between Purchaser and Seller as on the basis of the Closing DateTax for the immediately preceding Tax year and (ii) after the amount of Tax for the current Tax year becomes determinable, Seller being charged (A) either Party, at its option, may give the other Party written notice of the correct amount of Tax (accompanied by documentation substantiating such amount) and credited for all of same up any necessary adjustment to such date the prorations and Purchaser being charged and credited for all of same on and (B) the Party from whom additional payment is required will pay the applicable amount within ten Business Days after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).notice; (b) On All payments to the first business day immediately lessors or sublessors under or relating to the Leases, including unpaid or prepaid rent and common area maintenance charges (unless otherwise allocated pursuant to §2.11); and (c) Any prepaid expenses associated with the operation of the Acquired Location which were paid by Seller in the Ordinary Course of Business, including without limitation telephone expenses and utility charges, but excluding advertising expenses. Seller shall bear the cost and expense of all prorated items set forth in this §2.10 applicable to periods prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on including the Closing Date and subsequently collected by Purchasershall receive the benefits thereof, Buyer shall bear the cost and expense of payment of all prorated items set forth in this §2.10 applicable to periods from and after the Closing Date and shall receive the benefits thereof, and (b) any savings resulting from any tax abatements on the Property Purchase Price shall be adjusted as set forth in §2.9, if necessary, to account for such division of the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofof prorated items. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Subject to Section 14 shall survive Closing and not be merged therein. (a) At Closing2.4(b), all normal expenses arising from the operation of the Channel, including business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyAssets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser PCC and Seller as Travel in accordance with the principle that Travel shall be responsible for all expenses, costs, liabilities, and obligations allocable to the operations of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Channel for the year of Closing have not yet been made, then any such prorations shall be based upon period prior to the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptEffective Time, and such collectionsPCC or the Designated Affiliate, if anyapplicable, shall be accounted responsible for between Purchaser all expenses, costs, liabilities, and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior obligations allocable to the day which is sixty (60) days operations of the Channel for the period after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order Effective Time. To effectuate the proration of expenses pursuant to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”this Section 2.4(a), Seller hereby agrees but subject to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a2.4(b), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from Travel shall receive a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else credit equal to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by Travel and all deposits held on behalf of Seller by utility companies with respect are allocable to the Propertyoperations of the Channel for the period after the Effective Time and PCC shall receive a credit equal to the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by PCC or the Designated Affiliate, if applicable, and are allocable to the operations of the Channel for the period before the Effective Time. Any determination whether any expense, cost, liability, or obligation is allocable to or relates to the period before or after the Effective Time, for purposes of calculating prorations pursuant to this Section 2.4(b) or the assumption of liabilities and obligations pursuant to Section 2.5 (or the exclusion therefrom pursuant to Section 2.6(c)) shall be based on the extent to which all facts and circumstances necessary for the accrual of such expense, cost, liability, or obligation in accordance with generally accepted accounting principles have been satisfied as of the Effective Time, except that any payment obligation arising under any Programming Agreement that is an Assumed Contract shall be allocable to and shall relate to the period during which the payment is required to be made.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all All normal and customarily proratable items, including, without limitation, all ad valorem taxes prepaid rents, operating expenses and assessments assessed against the Propertyleasing commissions, prepaid rents and other expenses and fees payable under any Leases on the Propertyfees, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under payments relating to any Service Contracts or otherwise, including, without limitation, all utilities servicing other agreements affecting the Property, and any dues and assessments of home or condominium owners’ associationsProperty which survive the Closing, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to such date and Purchaser being charged the Closing Date (and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and amounts paid by Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior attributable to the day which is sixty (60) days period on or after the Closing Date, or such other date as may be agreed upon in writing by Seller ) and Purchaser in order to have in hand the tax being responsible for, and credited or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellercharged, as the case may be, a payment in an amount which reflects (i) net adjustments for all of same attributable to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any period on and all rents delinquent and unpaid on after the Closing Date Date; provided, that pass-on or pass-through charges which are payable under the Tenant Leases but are unpaid as of the Closing shall be assigned to Purchaser without any representation, warranty or recourse whatsoever. All unapplied Deposits under Tenant Leases, if any, shall be transferred by Seller to Purchaser at the Closing. Any real estate ad valorem, personal property taxes or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the Closing Date, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be based upon the assessed valuation and subsequently collected by Purchasertax rate figures for the year in which the Closing occurs to the extent the same are available; provide , and that in the event that actual figures (b) any savings resulting from any tax abatements on whether for the assessed value of the Property or for the tax rate) for the year of Closing resulting are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraph. - The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a challenge brought by either period (the "Proration Period") from the Closing Date until one hundred twenty (120) days after the Closing Date; provided, that with respect to ad valorem real and personal property taxes, the Proration Period shall be from the Closing Date until the earlier of (i) thirty (30) days after delivery of the respective tax bill, or (ii) December 31, 1998. Neither party hereto and shall haxx xhe right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the costs Proration Period one of the parties hereto (i) has obtained the previously unavailable information or expenses incurred by has discovered the challenging party in that regarderror or omission, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else has given notice thereof to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon other party together with a change in land usage or ownership copy of its good faith recomputation of the Property, Purchaser hereby agrees proration and copies of all substantiating information used in such recomputation. The failure of a party to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver obtain any previously unavailable information or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within the PropertyProration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAs soon as practicable after the Effective Date, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Taxes attributable to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance Contributed Assets allocated to Assignor pursuant to Section 15(c) of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Master Lease shall be prorated between Purchaser and Seller apportioned to the Effective Date. Such apportionments shall be made pro rata on a per diem basis as of the Closing Date, Seller being charged Effective Date so that all such Taxes attributable to the period prior to the Effective Date are for the account of Assignor; and credited for all of same up such Taxes attributable to such date and Purchaser being charged and credited for all of same the period on and after the Effective Date are for the account of Assignee. Taxes shall initially be determined based on the previous year's taxes and shall later be adjusted to reflect the current year's Taxes when the tax bills are finally rendered. The parties shall fully cooperate to avoid, to the extent legally possible, the payment of duplicate Taxes, and each Party shall furnish, at the request of the other, proof of payment of any Taxes or other documentation which is a prerequisite to avoiding payment of a duplicate tax. In the event that either Party (the "Payor") pays a Tax for which the other Party (the "Payee") is obligated in whole or in part under this Section 3.2, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such dateTax, and the Payee shall promptly pay such share to the Payor. If In the event either Party (the "Recipient") receives payments of a Tax to which the other Party (the "Beneficiary") is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such share to the Beneficiary. In the event there exists as of the Effective Date any pending appeals of ad valorem tax assessments for with regard to any Contributed Assets, the continued prosecution and/or settlement of such proratable items appeals shall be subject to the direction and control of Assignee with respect to assessments for the year of Closing have not yet been made, then any such prorations shall be based upon within which the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Assignment occurs. (b) On Notwithstanding any provision to the first business day immediately contrary in this Assignment, the following items shall be also apportioned between Assignor and Assignee as of the Effective Date: (a) rents and revenues under all Collocation Agreements (including the SBC Leaseback); (b) Prepaid Charges; (c) base rent, license fees, revenue sharing payments or other charges due to landlords, lessors or licensors under the Ground Leases to the extent paid or payable by Assignor under the Master Lease; (d) all amounts required to be reimbursed to Landlord under Section 11(c) of the Master Lease for the maintenance and repair of lighting systems; and (d) charges and payments under all Site Contracts. Such apportionments shall be made pro rata on a per diem basis as of the Effective Date so that all such rents, revenues, charges and payments attributable to the period prior to the day which is sixty (60) days Effective Date are for the account of Assignor; and all such rents, revenues, charges and payments attributable to the period from and after the Closing Date, or Effective Date are for the account of Assignee with such adjustments to be made as of the Effective Date by the party that on a net basis owes money to the other party under this Section by wire transfer of immediately available funds to such accounts as such other date as may be agreed upon party shall direct in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventwriting. In addition, the “Reconciliation Date”), Seller hereby agrees to cause to amount of all Tenant Security Deposits shall be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments credited to the prorations made at Closing account of Assignee or assigned to Assignee as part of the apportionment. The parties shall fully cooperate to avoid, to the extent legally possible, making duplicate payments to ground lessors or other counter-parties under Section 14.(a), above, including, without limitation, (a) any the Ground Leases and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofto other third parties. (c) Notwithstanding anything else In addition, in connection with any binding Collocation Agreement which has an original term of at least five (5) years and has a remaining term of at least four (4) years from the Closing, pursuant to which Assignor has made, is in the process of making or is otherwise obligated under the terms of the binding Collocation Agreement to make any Alterations (as defined by the Assigned Leases) which Alterations are not removable by the tenant thereunder (collectively, the "Assignor Alterations"), Assignee agrees as follows: (i) as to Assignor Alterations which have been completed by Assignor prior to Closing, as evidenced by the Completed Alteration Package and provided that the full cost thereof has not otherwise been reimbursed to Assignor by the tenant thereunder or otherwise and only if scheduled on attached SCHEDULE V(A) (the "Completed Assignor Alterations"), on the later of Closing or the date which is thirty (30) days after the receipt of the Completed Alteration Package, Assignee agrees to reimburse Assignor for the cost incurred by Assignor in connection with installing such Completed Assignor Alterations in the amount of the Completed Alteration Reimbursement Amount for each Completed Assignor Alteration. For each Completed Assignor Alteration, the "Completed Alteration Reimbursement Amount" shall be an amount equal to the contrary lesser of (1) the direct third party expenses and capital costs actually incurred by Assignor in this Section 14connection with the making of such Completed Assignor Alteration, if as evidenced by the Property has been assessed Completed Alteration Package, PLUS the Allocated Overhead Reimbursement Amount for property tax purposes at such rates Completed Assignor Alteration LESS any such expenses or costs to the extent reimbursed in respect of such Assignor Alteration by tenants or third parties. or (2) the Budgeted Amount for such Completed Assignor Alteration less any amounts reimbursed in respect of such Assignor Alteration by tenants or third parties. With regard to the foregoing, attached hereto as would result in reassessment SCHEDULE V(A) are the Budgeted Amounts for each Completed Assignor Alterations which provides an estimated Completed Alteration Reimbursement Amount for each Completed Assignor Alteration (i.e., "roll-back" taxes) based upon a change in land usage or ownership as of the Propertydate hereof). The parties acknowledge that the Budgeted Amounts as set forth on the Construction Site Budget is Assignor's good faith estimates, Purchaser hereby agrees as to pay all such taxes each Completed Assignor Alteration, of the direct third party labor and Purchaser capital costs incurred to complete each Completed Assignor Alteration PLUS the Allocated Overhead Reimbursement Amount. Schedule V(a) will be subject to update to include In Process Assignor Alterations which become Completed Assignor Alterations between the date hereof and closing; provided that the Budgeted Amounts with respect thereto shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesremain the same. (dii) At As to Assignor Alterations which are, at Closing, Seller willin the process of being made by Assignor, at its election and which are not completed as of Closing and PROVIDED THAT the full cost has not otherwise been reimbursed to Assignor by the tenant thereunder or otherwise and Assignee has received the In Process Alteration Package, Assignee will in its sole discretionconnection therewith assume the obligation to complete such Assignor Alteration but only if it is scheduled on attached SCHEDULE V (B) (the "In Process Assignor Alterations"). Assignor agrees to complete, either deliver in a good and workmanlike manner in accordance with the applicable terms of the Collocation Agreement, each In Process Assignor Alteration to the Transition Point. On the later of Closing or credit the date which is thirty (30) days after the receipt of the In Process Alteration Package, Assignee agrees to Purchaser reimburse Assignor for the Completed Alteration Reimbursement Amount, PROVIDED THAT, for purposes of this Section 3.2(c)(ii), the term "Budgeted Amount" as used in the definition of Completed Alteration Reimbursement Amount, shall refer, in the case of each In Process Alteration, only to the portion of the Budgeted Amount for such In Process Assignor Alteration which, in the reasonable good faith judgment of Assignor and Assignee, is fairly attributable to that portion of such In Process Assignor Alteration which has then been completed and evidenced as paid less any and all tenant security deposits then actually held amounts reimbursed in respect of such In Process Assignor Alteration by Seller under Leases covering the Propertytenants or third parties. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller Schedule V(b) will be credited at Closing with subject to update to include Assumed Assignor Alterations which become In Process Assignor Alterations between the amount of any date hereof and all deposits held on behalf of Seller by utility companies closing and to delete In Process Assignor Alterations which become Completed Assignor Alterations between the date hereof and closing; PROVIDED THAT the Budgeted Amounts with respect to thereto shall remain the Propertysame.

Prorations. The provisions Prorations between Seller and the Purchaser shall be made outside of this Section 14 shall survive the Escrow at the Closing and not be merged therein.as follows: (a) At All taxes and assessments on the Company Assets for all prior years and all current year taxes and assessments that are due and payable on or before the Closing shall have been paid in full by the Company on or before the Closing. All general real estate, all normal personal property and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against for the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, current year only shall be prorated between Purchaser and Seller as on the basis of the most recent available information, as adjusted by any known changes relating to the period during which the Closing Dateoccurs, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If but without any adjustment resulting from the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as sale of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Interests under this Agreement. (b) On All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated on the first business day immediately prior basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. For purposes of calculating prorations, Purchaser shall be entitled to the income accruing to the Company and responsible for the Losses and expenses accruing to the Company for the entire day upon which is the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon a 365-day year. The amount of such proration shall be subject to adjustment in cash after the Closing outside of Escrow, as and when more complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use commercially reasonable efforts to make such adjustments not later than sixty (60) days after the Closing Date (which cooperation may include any reasonable inspection of the Company’s books and records). At least three (3) business days prior to the Closing Date, or such other date as may be agreed upon in writing by Seller and shall deliver to Purchaser in order to have in hand a tentative statement of prorations setting forth the tax or any other assessments for the Property for the year preliminary determination of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause all items to be paid prorated pursuant to Purchaser, or Purchaser hereby agrees this Section 2.9 and supported by all detail reasonably necessary to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments make such determination. Prior to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the PropertyClosing, Purchaser hereby agrees and Seller shall use commercially reasonable efforts to pay all agree on such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesstatement of prorations. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe following items (whether paid or accrued but not yet paid) shall be prorated between Seller and Purchaser as of 11:59 p.m. on the date immediately preceding the Closing Date (the “Proration Date”); prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) city, all normal state, and customarily proratable items, including, without limitation, all county ad valorem taxes for the year in which the Closing occurs based on the ad valorem tax bills for the Real Property that is owned by the Companies or for which a Company is responsible under the terms of a ground lease with respect to the Real Property that is leased by the Companies, if then available for such year, or if not, then on the basis of the ad valorem tax bxxx for the Real Property for the immediately preceding year, excluding taxes for any Real Property where the Tenant pays taxes directly to the taxing authority. (If such proration is based on an ad valorem tax bxxx for the immediately preceding year and assessments assessed against should such proration prove to be inaccurate on receipt of the Propertyad valorem tax bxxx for the Real Property for the year of Closing, prepaid rents then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such malapportionment); (ii) operating expenses (including amounts payable to Cedarhurst Operator or Cedarhurst Manager under the Cedarhurst Management Agreement), sanitary sewer taxes, and other expenses utility charges, if any, that are the obligation of any Company; provided, however, that Seller or Purchaser may elect, prior to Closing, to require that the meters for all utility charges be read and fees terminated as of the end of the last business day preceding the Closing Date, in which case Seller shall be responsible for and shall pay for all such charges accruing during or relating to the period prior to the Closing Date; and provided, further, that Seller shall pay any and all amounts payable under any Leases on reciprocal easement agreement or other title documents (which payments shall be prorated if paid for a year, a month, or other period extending in part beyond the PropertyClosing); (iii) Rents paid (or accrued and not yet paid) under any Lease, prepaid and revenues received (or accrued but unpaid expenses incurred not yet received) by Cedarhurst TRS Facility Master Tenant accruing to such Company from the operation of the Cedarhurst Facility, and other revenues (including Prepaids and Deposits, if any); (iv) all rent and other charges payable to the lessors under the Ground Leases; (v) all interest, fees and other charges payable in connection with the operation Pxxxxx Center Loan (except as set forth in Section 4.12); and (vi) unless otherwise transferred by Seller to Purchaser (or maintenance otherwise paid at the direction of Purchaser) in accordance with Section 2.2, Purchaser shall receive a credit for (A) the Property under any Service Contracts or otherwisePrepaids and Deposits, including(B) subject to Section 3.3(b) and Section 3.3(c), without limitation, all utilities servicing the PropertyOP-held Operating Cash, and any dues and assessments (C) the Funded Maintenance Account reserve held by ARHC PPLVLGA01, LLC in respect to a lease with the United States of home or condominium owners’ associations, shall be prorated between America for the Pxxxxx Professional Center. Purchaser and Seller as of shall prepare a proposed schedule in the Closing Dateform set forth on Schedule 3.3(a) (the “Proration Schedule”) prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to each Real Property and each Company. Seller being charged and credited for all of same up to such date and Purchaser being charged will use all reasonable efforts to finalize and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based agree upon the Proration Schedule at least two (2) business days prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On Seller shall receive all income from each Company attributable to the first business day immediately period prior to the day which is Proration Date and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of each Company attributable to the period prior to the Proration Date. In the event that Purchaser receives any payment from a Tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller (and such rent or receivable had not already been credited in accordance with Section 3.3(a) to Seller), Purchaser shall forward such payment to Seller. Payments received from a resident, to the extent such payments were previously made directly to Seller or any of its Affiliates, shall be allocated first to any current balances due from such resident that have accrued since the Proration Date and any costs of collection of such amounts incurred by Purchaser. (c) Purchaser shall receive all income from each Company attributable to the period from and after the Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of each Company attributable to the period from and after the Proration Date. In the event Seller or its Affiliates receive any payment from a Tenant for rent due for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) Purchaser shall be entitled to all insurance and casualty proceeds payable to any of the Companies with respect to any casualty or condemnation prior to the Closing Date, except (i) as set forth in Section 10.11 or in Section 10.12 or (ii) such amounts as have previously been paid to repair or restore such casualty or condemnation or for Seller’s costs in addressing same. (e) The parties agree that any amounts that may become due under this Section 3.3 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within sixty (60) days after the Closing Date, or such other date as may Date and any amounts due at that time shall be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments promptly forwarded to the prorations made respective party to whom such amounts are due in a lump sum payment. Any additional amounts that may become due after such determination shall be forwarded at Closing the time they are received. Any amounts due under this Section 14.(a), above, including, without limitation, 3.3 which cannot be determined within sixty (a60) any and all rents delinquent and unpaid on days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and subsequently collected by Purchaser, and (b) Seller agree that each shall have the right to audit the records of the other in connection with any savings resulting from any tax abatements on the Property for the year of such post-Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else reconciliation. Any payments made pursuant to the contrary in this Section 14, if the Property has been assessed 3.3 shall be treated as a purchase price adjustment for property income tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespurposes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance The agreed upon value of the Property under any Service Contracts or otherwise, including, assets contributed to the Company pursuant to Section 5.1(a) and (d) were derived taking into account capital expenditures incurred prior to the date hereof and without limitation, all utilities servicing the Property, taking into account prorations for items that would customarily be pro rated between buyers and any dues and assessments sellers of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)real estate. (b) On the first business day immediately prior or before September 20, 1997, Whitehall and WCPT shall collectively determine and calculate, with respect to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventeach Property, the “Reconciliation Date”)apportionment of real estate taxes, Seller hereby agrees to cause utilities and other expense items (but not items of income, which are to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, allocated as provided in Section 2.8) which are customarily apportioned between buyers and sellers of real estate (the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the "Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofProrations"). (c) Notwithstanding anything else On the first Business Day of October, 1997, with respect to each Property and with reference to the contrary in this Section 14Initial Closing Date or Additional Closing Date, as appropriate, if (i) the Property has been assessed for property tax purposes at Closing Date Proration shall be a credit to sellers of such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees the Company shall remit to pay all WCPT (if such taxes and Purchaser Property is a WCPT Property) or to Whitehall (if such Property is a Whitehall Property or a Whitehall Additional Property) an amount equal to the Closing Date Proration or (ii) the Closing Date Proration shall and does hereby indemnify and save Seller harmless from and against all claims and liability for be a credit to the buyer of such taxesProperty, WCPT (if such Property is a WCPT Property) or Whitehall (if such Property is a Whitehall Property or a Whitehall Additional Property) shall remit to the Company an amount equal to the Closing Date Proration. (d) At ClosingIf the first Business Day of October, Seller will1997, at its election shall occur before the tax rate or the assessed valuation of any Property is fixed for the then current year, the apportionment of taxes to be made pursuant to this Section 2.9 shall be made upon the basis of the tax rate for the preceding year applied to the latest assessed valuation (or upon the best estimate available). Subsequent thereto, when the actual tax assessment is fixed, the parties hereto agree to adjust such proration. (e) Notwithstanding anything to the contrary contained herein, the unfunded tenant improvement allowances and outstanding brokerage commissions relating to certain Whitehall Properties, as set forth on Schedule 2.9 hereto, shall be payable by, and be the responsibility of, the party set forth in such Schedule. To the extent that the Company pays any of such amounts for which Whitehall is the responsible party (as set forth on Schedule 2.9), Whitehall shall promptly reimburse the Company therefor without any increase in its sole discretionCapital Account, either deliver Percentage Interests or credit Membership Units. (f) No amounts paid pursuant to Purchaser this Section 2.9 or Section 2.8 above by or to WCPT, Whitehall, the Company or any and all tenant security deposits then actually held by Seller under Leases covering Subsidiary of the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with Company shall in any way affect the amount Capital Account or Percentage Interest of any and all deposits held on behalf Member or the number of Seller Membership Units owned by utility companies with respect to the Propertyany Member.

Prorations. The provisions Each of this Section 14 the following shall survive be apportioned between Seller and Buyer as of the close of business on the day immediately preceding the Closing Date (the “Cut-Off Time”), on the basis of the actual number of days of the month that shall have elapsed as of the Cut-Off Time and not be merged therein. based upon the actual number of days in the month and a 365 day year: (aA) At Closingwater, all normal sewer, gas, electric, vault and customarily proratable itemsfuel charges, includingif any (unless separately billed to Seller for usage prior to the Cut-Off Time and to Buyer from and after the Cut-Off Time); (B) real estate Taxes, without limitationand general or special assessments on the Real Property, all ad valorem taxes and assessments or any other governmental Tax or charge levied or assessed against the Real Property, but, in each case, only for the annual installment for the fiscal year in which the Closing Date occurs; and (C) any other charge, amount, cost or expense customarily prorated in the jurisdiction in which the Real Property is located, including rent, security deposits, prepaid rents and other credits, free rent credits, and credits in respect of tenant improvements, leasing commissions and capital expenditures. The parties acknowledge and agree that the purpose and intent of the provisions set forth in this Section 2.07(f) as to prorations and adjustments is that Seller shall bear the expenses of the ownership and operation of the Real Property for which buyers and sellers would customarily prorate or apportion and shall receive the income therefrom accruing through the Cut-Off Time and Buyer shall bear such expenses and fees payable under any Leases receive such income accruing thereafter. To the extent the adjustments described in this Section 2.07(f) cannot be made at Closing because applicable amounts cannot be finally ascertained, the parties shall make such adjustments at Closing based on the Propertybest available information, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance subject to reasonably prompt adjustment upon receipt of the Property under any Service Contracts final report, distribution or otherwise, including, without limitation, all utilities servicing other evidence of the Property, applicable amounts as herein provided. The foregoing allocations and any dues and assessments of home or condominium owners’ associations, adjustments shall be prorated between Purchaser and Seller shown on a closing statement (with such supporting documentation as of the Closing Date, Seller parties may reasonably require being charged and credited for all of same up attached as exhibits to such date statement) and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date increase or decrease (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment ) the Purchase Price payable by Buyer. Any discrepancy resulting from such recomputation and any errors or omissions in an amount which reflects (i) net adjustments to the prorations made computing apportionments at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on or after the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofshall be promptly corrected. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The (a) Subject to the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingParagraph 11, all normal revenues and customarily proratable itemsexpenses relating to the Property, including, including without limitation, all ad valorem non-delinquent real property taxes and assessments assessed against assessments, utility charges and the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationslike, shall be prorated between Purchaser and Seller on an accrual basis as of the Closing DateClose of Escrow; provided, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items that rent shall be prorated only for the year calendar month in which the Close of Escrow shall occur. Such proration shall be made as of 12:01 a.m. California time on the Closing have not yet been made, then any such Date (the "Proration Time"). All monthly prorations shall be based upon calculated on actual days of the prior year’s assessments. No applicable month and all annual prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make calculated based on a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date 365-day year. Not less than two (hereinafter defined). (b2) On the first business day immediately days prior to the day which Close of Escrow, 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 sixty (60) days after the Close of Escrow (the "Final Proration Date"). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. The obligations of the parties under this Paragraph 11 shall survive the Close of Escrow until the Final Proration Date and shall not merge with the Deed. The foregoing terms of this subsection (a) are subject to the terms of Paragraphs 11(b), (c), (d), (e) (f) and (g) below. (b) Seller shall have no responsibility for the payment of commissions which relate to any future expansion or lease renewal which occurs after the Closing, provided that Seller shall be responsible for the costs of tenant improvement work, tenant improvement allowances and third-party leasing commissions relating to the initial term of those Leases executed as of the Opening of Escrow. In connection with the preceding sentence, if any such tenant improvement work is not completed or any such leasing commissions not fully paid, then the applicable construction contract(s) and/or commission agreement(s) shall be assigned in favor of Buyer and assumed by Buyer and Buyer shall be entitled to a credit against the Purchase Price equal to the portion of such tenant improvement costs and leasing commissions due and owing by Seller as of the Close of Escrow (and Buyer shall be responsible to pay such unpaid tenant improvement costs and leasing commissions). Conversely for any New or Current Leases (as defined in Section 21.1 of this Agreement) that is approved during Escrow by Buyer, Buyer shall be responsible (provided the transaction as contemplated by this Agreement closes) for payment of all leasing commissions and tenant improvements under New or Current Leases that are approved by Buyer during the Escrow Period. Notwithstanding the foregoing, in no event shall Buyer have any responsibility for any payments, including leasing commissions and tenant improvements, that are part of or related to Approved Tenant Relocations pursuant to Section 7.2.4. (c) Seller shall not be responsible for any charges, fees, assessments or other amounts relating to utilities for the period from and after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, those for sewer, electricity, water and gas (a) any the "Utility Charges"). Buyer shall be responsible to have the applicable utility companies switch service into Buyer's name at Closing and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees shall be solely responsible to pay all such taxes Utility Charges accruing after the Closing Date. Without limiting the foregoing, Seller may instruct any utility company that Seller no longer owns the Property and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability not be responsible for such taxesUtility Charges accruing after Closing. (d) At ClosingBuyer shall be credited and Seller shall be charged with any security deposits (including those that Seller is required to segregate from its assets and/or hold in trust for tenants) and advanced rentals in the nature of security deposits made by the lessees under any Leases which shall survive the Close of Escrow, except to the extent same have been applied in accordance with the terms of said Leases. (e) If Seller collects any rents or other income after the Closing Date which are attributable to any period of time from and after the Closing Date, Seller willshall promptly remit such rents or other income directly to Buyer. If Buyer collects any rents or other income after the Closing Date which are attributable to any period of time prior to the Closing Date, Buyer shall promptly remit such rents or other income directly to Seller. Rents and other income collected by Buyer after the Closing Date shall first be deemed attributable to any current rents or other income then due for any period after the Closing Date. Buyer shall xxxx and use reasonable efforts to collect rent and other arrearages that related to periods prior to the Close of Escrow in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any such rent or other arrearages. Seller shall have the no right to seek collection of any rents or other income (including operating expense pass-throughs) applicable to any period before the Closing Date from any tenants who are in arrears as of the Closing Date. (f) For purposes of this Section: “CAM Expenses” shall mean common area maintenance expenses and other charges that are chargeable to tenants at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property, “CAM Collections” shall mean CAM Expenses collected from the Tenants. Buyer and Seller will have no responsibility acknowledge that currently Air Tahiti is the only Tenant being charged such expenses. The CAM collections for security deposits not held by Seller at ClosingAir Tahiti shall be prorated as of the Closing Date. FurtherOn the Close of Escrow, Seller will be credited at Closing shall provide Buyer, all in electronic form, a tenant worksheet for Air Tahiti including tenant base year calculations with appropriate supporting documentation, all year-to-date tenant xxxxxxxx and payments for the current year, and original operating expense estimates for the current year with supporting documentation, operating expense gross-up calculations, and a year-to-day general ledger for CAM Expenses the current year (collectively, the “Reconciliation Support”). Upon the Close of Escrow, Seller shall provide Buyer with the amount Reconciliation Support for the year prior to the calendar year in which the Close of Escrow occurs. Upon Buyer’s written notice to Seller of any and all deposits held on behalf of Seller claim made by utility companies a for an amount due to such tenant with respect to year to date prior to the PropertyClosing or prior years, Seller shall be obligated to (i) respond to reasonable requests for information by the tenant, (ii) work directly with the tenant to resolve the claim in a good faith manner, (iii) pay to the applicable tenant any amount which may be due from landlord under such tenant’s lease for Seller’s CAM Period and prior years, and (iv) indemnify, defend and hold Buyer harmless from and against any claims, demands, causes of actions, costs and expenses, including reasonably attorney’s fees and costs arising out of any audit by any tenant at the Property for any period prior to the Closing Date. The provisions of this Section 11(f) shall survive the Close of Escrow.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal The operation of the Stations and customarily proratable items, including, without limitation, all ad valorem taxes the income and assessments assessed against the Property, prepaid rents and other operating expenses and fees payable under any Leases attributable thereto until 11:59 p.m. on the Property, prepaid date preceding the day of Closing (the "Adjustment Time") shall be for the account of Sellers and accrued but unpaid expenses incurred in connection with thereafter for the operation or maintenance account of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the PropertyBuyer, and any dues income and assessments of home or condominium owners’ associations, expenses shall be prorated between Purchaser Sellers and Buyer as of the Adjustment Time in accordance with generally accepted accounting principles, and the Purchase Price shall be adjusted accordingly. (b) Such prorations shall include all property Taxes (except transfer Taxes as provided by Section 11.1), music and other license fees, FCC regulatory fees, utility expenses, rent and other liabilities and obligations under Station Contracts and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Station Assets and Operation of the Stations that straddle the period before and after the Adjustment Time. Seller shall receive a credit for all of the Stations' deposits, bonds and prepaid expenses to the extent the benefit of the same is transferred to Buyer. Sales commissions related to the sale of advertisements broadcast on the Stations prior to Closing shall be the responsibility of Sellers, and sales commissions related to the sale of advertisements broadcast on the Stations after Closing shall be the responsibility of Buyer. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services ("Trade Agreements"); provided, however, if the aggregate obligations under the Trade Agreements exceed $25,000 as of the Closing Date, Seller being charged and credited for all then amounts in excess of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations $25,000 shall be based upon the prior year’s assessmentsprorated in accordance with Section 1.8(a). No prorations Prorations and adjustments shall be made at Closing to the extent practicable. Notwithstanding anything in relation this Section 1.8 to rents the contrary, there shall be no proration under this Section 1.8 for, and Seller shall remain solely liable for, any contracts or agreements not collected included in the Station Cxxxxxxxx.Xx the extent any prorations are not made at Closing, within ninety (90) days after the Closing, Buyer shall prepare and deliver to Sellers a proposed pro rata adjustment of income and expenses in the manner described in Section 1.8 and this Section 1.8 for the Station as of the Closing DateAdjustment Time (the "Settlement Statement"), but Purchaser together with a schedule setting forth, in reasonable detail, the components thereof. During such 90-day period, Buyer and its representatives shall make a commercially be provided reasonable attempt access, upon reasonable advance notice and during normal business hours, to collect the same for such books and records of Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsto employees of Seller and its independent auditors, if any, shall be accounted for between Purchaser and Seller on as Buyer may reasonably request in connection with its preparation of the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofSettlement Statement. (c) Notwithstanding anything else During the 30-day period following the receipt of the Settlement Statement, Buyer shall provide Sellers and its representatives reasonable access, upon reasonable advance notice and during normal business hours, to the contrary in this Section 14such books and records of Buyer, and to employees of Buyer and its independent auditors, if the Property has been assessed for property tax purposes at such rates any, as would result Sellers may reasonably request in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership connection with its review of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesSettlement Statement. (d) At ClosingThe Settlement Statement shall become final and binding upon the parties on the 30th day following delivery thereof to Sellers, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing unless Sellers give written notice of their disagreement with the amount Settlement Statement (the "Notice of Disagreement") to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer in the period specified, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become final and all deposits held binding upon the parties on behalf the earlier of Seller by utility companies (i) the date Buyer and Sellers resolve in writing any differences they have with respect to the Propertymatters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein. (e) Within ten (10) Business Days after the Settlement Statement becomes final and binding upon the parties, (i) Buyer shall pay to Sellers the amount, if any, by which the prorated income allocated to Sellers exceeds the prorated expenses allocated to Sellers or (ii) Sellers shall pay to Buyer the amount, if any, by which the prorated expenses allocated to Sellers exceed the prorated income allocated to Sellers. All payments made pursuant to this Section 1.8(e) shall be made by wire transfer in immediately available funds to an account designated by the recipient party. (f) Notwithstanding any statement in this section to the contrary, if Sellers deliver a Notice of Disagreement, Sellers or Buyer, as applicable, shall make a payment to the other party in immediately available funds of any undisputed amount within 10 Business Days of the receipt of the Notice of Disagreement. (g) During the 30-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and Sellers shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period: (i) each of Buyer and Sellers, at their sole cost and expense, shall be permitted to review and make copies reasonably required of: (A) the financial statements of Sellers, in the case of Buyer, and Buyer, in the case of Sellers, relating to the Notice of Disagreement, (B) the working papers of Sellers, in the case of Buyer, and Buyer, in the case of Sellers, and the other Party's auditors, if any, relating to the Notice of Disagreement; and (C) the books and records, including any supporting schedules, analyses and documentation, of the other party relating to the prorations and adjustments subject to the Notice of Disagreement; and (ii) Sellers, in the case of Buyer, and Buyer, in the case of Sellers, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of the other party as such party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement. (h) If, at the end of such 30-day period, Buyer and Sellers have not resolved their differences, Buyer and Sellers shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were included in the Notice of Disagreement. Within thirty (30) days after selection of the Accounting Firm, Buyer and Sellers shall submit their respective positions to the Accounting Firm in writing, together with any other materials relied upon in support of their respective positions. Buyer and Sellers shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The decision of the Accounting Firm shall be final and binding on each of the parties, and judgment upon the determination of the Accounting Firm may be entered in any court of competent jurisdiction. The fees and expenses of the Accounting Firm shall be divided equally between Sellers and Buyer. The fees and expenses (if any) of Buyer's independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of Sellers' independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by Sellers.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingTransferor and Transferee agree that, except as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Transferred Assets, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up with Transferor liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Transferee liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closingunits used to compute the item in question, but shall not be required to initiate legal proceedings in such attemptotherwise measured by calendar days): (i) Personal property, real property, occupancy and such collectionsother similar Taxes, if any, shall be accounted imposed on or with respect to the ownership or lease of the Transferred Assets for between Purchaser a taxable period that begins before and Seller ends after the Closing Date; (ii) Rent, Taxes and all other items (including prepaid services and goods not included in Inventory), in each case, payable by or to Transferor under any of the Transferor 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; (v) Insurance premiums paid on or with respect to the Reconciliation Date ownership, lease, maintenance or operation of the Transferred Assets to the extent payable under any policy or other arrangement included among the Transferor Agreements; and (hereinafter defined)vi) Prepaid operating and maintenance expenses. (b) On Transferor or Transferee, as the first business day immediately prior case may be, shall promptly reimburse the other Party or Parties that portion of any amount paid by such other Party or Parties to the day extent relating to the period for which Transferor or Transferee, as the case may be, is liable under Section 3.2(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.2(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the Closing Date, or date that the previously unavailable actual figures become available. Transferor and Transferee shall furnish each other with such documents and other date records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand confirm all proration calculations made pursuant to this Section 3.2. Notwithstanding anything to the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventcontrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 26 3.2 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing Tax refunds that are Excluded Assets under Section 14.(a), above, including, without limitation, (a2.2(j) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Transferee pursuant to Section 32.(b)(ii) hereof6.3. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Purchased Assets that are attributable to a period commencing prior to the Closing Date and terminating on or after the Closing Date, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but expressly excluding Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closing, but shall not be required units used to initiate legal proceedings compute the item in such attemptquestion, and such collectionsotherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, shall be accounted for between Purchaser on or with respect to the ownership, lease, maintenance or operation of the Purchased Assets; (ii) Rent and all other items (including prepaid services), in each case, payable by or to Seller on under any of the Reconciliation Date Seller's Agreements assigned to and assumed by Buyer hereunder; and (hereinafter defined)iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.6(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.6(a), if actual amounts are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party, if practicable, on the date of the payment of the Closing Adjustment Amount pursuant to Section 3.4(c) or otherwise within sixty (60) days after the Closing Date, or date that the previously unavailable actual amounts become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand confirm all proration calculations made pursuant to this Section 3.6. Notwithstanding anything to the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventcontrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.6 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, including, without limitation, (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.7(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions (a) Except as otherwise hereinafter provided, at and as of Closing, Purchaser and Seller shall prorate in cash (i) real property taxes and assessments for the Club on the basis of the current fiscal year if and to the extent that Seller shall be liable for real property taxes and assessments under the Real Property Leases, (ii) rents under the Real Property Leases, (iii) rents under the Personal Property Leases, (iv) utility and sewer charges, (v) payments under the Assumed Contracts, (vi) operating expenses (including, without limitation, any relating to the summer camp and tennis tournament operations of Seller), (vii) payments relating to Town Center and (viii) other items customarily prorated in transactions of this Section 14 sort. Seller shall survive maintain in place all deposits under the Real Property Leases and all utilities and other deposits for the benefit of the Purchaser. Seller shall deliver to Purchaser at Closing any deposits under any Subleases that are to be Assumed Contracts. Purchaser shall not reimburse Seller, including without limitation by way of a credit to Seller, for any such deposits under any Subleases that are to be Assumed Contracts so delivered by Seller to Purchaser. Purchaser shall reimburse Seller for all other such deposits, including without limitation by way of a credit to Seller, with an offsetting debit to Purchaser, in the calculation of the closing prorations. Purchaser shall not, however, be required to pay, or otherwise to bear the cost of, its share of any item to be prorated under both this Agreement and the Real Property Purchase Agreement more than once, i.e., Purchaser shall only be required to pay, or otherwise to bear the cost, of its share of any such item under one of the two agreements but not be merged thereinunder both agreements. (ab) No pro ration shall be made for insurance premiums on insurance policies of Seller (none of which Purchaser elects to accept and none of which Seller elects to assign), for management fees or for employee salaries, vacations, benefits, bonuses, payroll taxes or other employee costs. Seller shall terminate, or cause to be terminated, as of Closing all employees and independent contractors working at the Club and shall pay, or cause to be paid, all employee salaries, vacations, benefits, bonuses, payroll taxes and other employee and independent contractor costs as of and including the Closing Date. Subject to the willingness of such employees and independent contractors to be interviewed and, if asked by Purchaser, to be rehired, Purchaser shall be permitted to interview and, at its election, rehire, from and after Closing, any or all of such terminated employees and independent contractors and shall provide all such rehired employees (but not any rehired independent contractors) with health care insurance and benefits and worker's compensation insurance generally consistent with that generally provided by Purchaser to its employees. (c) At Closingand as of the Closing Date, Purchaser and the Seller shall proportionately allocate all normal and customarily proratable itemsprepaid items of income, including, without limitation, all ad valorem taxes and assessments assessed against the Propertymonthly dues, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred dues paid more than one month in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyadvance, and any prepayments relating to the summer camp and tennis tournament operations of Seller. Notwithstanding anything contained herein to the contrary, there shall be no proportionate allocation of initiation fees paid and collected in the Ordinary Course of Business. Membership dues and assessments of home prepayments collected by Purchaser or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as applicable, during the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on first 30 days following the Closing Date and subsequently collected by Purchaser, and shall be applied (bA) first to any savings resulting from any tax abatements on the Property prorated amounts due Seller for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party month in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.which the

Prorations. The provisions All income and expenses of this Section 14 the Property shall survive 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 not be merged thereinbeing entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) At ClosingSuch prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, all normal if any, and customarily proratable items, including, without limitation, all ad valorem for the current month not yet delinquent. Such proration shall be based on an operating statement updated and mutually approved not less than 1 day prior to the Closing Date; (ii) taxes and assessments assessed (including personal property taxes on the Fixtures and Personal Property) levied against the PropertyProperty to the extent not paid by Lender under the Existing Loan; (iii) utility charges for which the Contributor is liable, prepaid rents if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other expenses reserves included within the Existing Loan, which shall be transferred to the Operating Partnership at the Closing and fees payable shall be added to the Series T Limited Units of the Total Consideration under any Leases Exhibit D; (vi) room charges for the night before the Closing Date and ending on the Propertymorning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, prepaid the following shall apply: (i) The Contributor’s Total Consideration shall be increased by the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and accrued but unpaid expenses incurred 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 or assigned to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor (which amount Operating Partnership shall be obligation to pay to the applicable taxing authority). In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount as an increase to Contributor’s Total Consideration. In connection with the operation re-proration of real estate taxes and assessments for which a credit was given ​ ​ or maintenance 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 Operating Partnership 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 Property under any Service Contracts refunds related to a period prior to the Closing shall be delivered to or otherwiseretained by, including, without limitation, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities servicing to the Propertyname of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and any dues and assessments provide the Contributor with written evidence of home the transfer at or condominium owners’ associations, prior to Closing. The Contributor shall be prorated between Purchaser entitled to recover any and Seller all deposits held by any utility company as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).; (biv) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else Except where otherwise specifically provided to the contrary in this Section 14Agreement, if The net proration credit to or charge against the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor on account of the Property, Purchaser hereby agrees prorations adjustments to pay all such taxes and Purchaser be made upon the Closing shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.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 (dv) At ClosingIf any prorations hereunder cannot be calculated accurately on the Closing Date, Seller willthen they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at its election 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 xxxx therefor. Once all revenue and in its sole discretionexpense amounts have been finally and completely ascertained, either deliver or credit the Operating Partnership shall prepare a final proration statement which shall be subject to Purchaser any the Contributor’s reasonable approval. Upon the Contributor’s acceptance and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and all deposits held on behalf of Seller final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by utility companies with respect adjusting the Series T Limited Units transferred to the PropertyContributor as provided in Exhibit D and the OP Agreement.

Prorations. The provisions (a) Seller and Purchaser agree to adjust, as of this 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 Section 14 shall survive Closing and not be merged therein10.4(b) below. (aii) At ClosingCash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, all normal and customarily proratable itemstogether with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limitationlimit.ation, 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 three (3) Business 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 Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and assessments assessed against the PropertyImprovements should be determined to be higher or lower than those that are apportioned, prepaid rents a new computation shall be made, and other Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the operation or maintenance time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the amounts of all of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Proration Items relating to the Propertyperiod up to and including the Proration Time, and any dues Purchaser will be charged and assessments credited for all of home or condominium owners’ associationsthe 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 prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be prorated between signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessmentsPurchaser. No prorations shall will be made in relation to rents insurance premiums, and Seller's insurance policies will not collected be assigned to Purchaser. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, but Purchaser shall make a commercially reasonable attempt in which event no proration will be made at the Closing with respect to collect utility bills. Seller will be entitled to all deposits presently in effect with the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptutility providers, and such collections, if any, shall Purchaser will be accounted obligated to make its own arrangements for between Purchaser and Seller on any deposits with the Reconciliation Date utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (hereinafter defined)12) months. (b) On Purchaser will receive a credit on the first business day immediately Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under its Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the day which is sixty (60) days after the Closing Date, and payment thereof has not been made on or such other date as may before the Proration Time. Delinquent Rental will not be agreed upon prorated. With respect to Tenants still in writing by Seller and occupancy, Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies use commercially reasonable efforts with respect to the Propertycollection 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. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection of Delinquent Rental. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific xxxxxxxx for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current Rental (which may include delinquencies owed to Seller for the calendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. The Contributor Parties shall be responsible for (or entitled to receive, as the case may be) all Taxes, prepaid items and other similar items (“Pro-Rated Items”) attributable to Xxxxxxxx South (for the avoidance of doubt, excluding insurance premiums) or the Xxxxxxxx Entities for periods prior to the Effective Time, and the Partnership Acquiring Entities shall be responsible for (or entitled to receive, as the case may be) all Pro-Rated Items for periods after the Effective Time. Pro-Rated Items for periods beginning before and ending after the Effective Time shall be allocated between the Partnership Acquiring Entities, on the one hand, and the Contributor Parties, on the other hand, in accordance with the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against 2.8. The portion of each Pro-Rated Item allocated pursuant to this Section 2.8 to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance portion of the Property under applicable period ending at or prior to the Effective Time shall (i) in the case of any Service Contracts franchise taxes, sales or otherwiseuse taxes, includingvalue-added taxes, without limitationemployment taxes, all utilities servicing the Propertywithholding taxes, and any dues tax based on or measured by income or receipts, be determined on a closing of the books basis, and assessments (ii) in the case of home or condominium owners’ associationsany other Pro-Rated Item, be determined on the basis of the proportional number of days in the relevant determination period for all days through but not including the Closing Date. The prorations shall be paid at Closing by the Partnership Acquiring Entities to the Contributor Parties (if the prorations result in a net credit to the Contributor Parties) or by the Contributor Parties to the Partnership Acquiring Entities (if the prorations result in a net credit to Partnership Acquiring Entities) by increasing or reducing the funds to be delivered by the Partnership Acquiring Entities in payment of the Cash Consideration at Closing. If the actual amounts of any items to be prorated between Purchaser and Seller are not known as of the Closing Date, Seller being charged and credited for all of same up to then such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall proration will be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date basis of the best evidence then available; as soon as practicable after actual amounts are available, but in no event later than 90 days thereafter, re-prorations will be made on the basis of the actual amounts and subsequently collected by Purchasera final cash settlement will be made between the Contributor Parties, on the one hand, and (b) any savings resulting from any tax abatements the Partnership Acquiring Entities, on the Property for other hand (which obligation will survive the year of Closing resulting from a challenge brought by either party hereto transfer and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership conveyance of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesXxxxxxxx Interests). (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions No later than ninety (90) days after the date of the Merger Closing, SCG shall prepare and deliver a statement (a "Post-Closing Accrual Statement") prorating all of the items listed in this Section 14 6.13 ("Prorated Items") through the date of the Merger Closing. SCG shall survive Closing be liable for or entitled to the benefit of the Prorated Items to the extent the Prorated Items relate to any time period up to the date of the Merger Closing, and not PTR shall be merged therein.liable for or entitled to the benefit of the Prorated Items to the extent Prorated Items relate to periods from and subsequent to the date of the Merger Closing. Prorated Items shall be settled between SCG and PTR in cash. The Prorated Items are as follows: (a) At Closing, all normal Taxes relating to the businesses of the SCG Subsidiaries which shall have accrued and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against become payable prior to the Property, prepaid rents and other expenses and fees payable under any Leases on date of the Property, prepaid and Merger Closing shall be paid by SCG. All Taxes which shall be (or should be) accrued but unpaid expenses incurred or which have been paid in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, advance shall be properly prorated between Purchaser and Seller as of the date of the Merger Closing Datebetween SCG and PTR. In connection with such proration of Taxes, Seller being charged and credited for all in the event that actual tax figures are not available at the time of same up delivery of the Post-Closing Accrual Statement, the taxes to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations be prorated shall be based upon the prior year’s assessments. No prorations actual taxes for the preceding year for which actual tax amounts are available and such taxes shall be reprorated upon request of either party made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is within sixty (60) days after of the Closing Datedate that the actual amounts become available, provided that the actual amount is at least 5% more or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand 5% less than the tax or any other assessments for amount on which the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaseroriginal proration was based, and appropriate payment shall be made within thirty (30) days after such reproration; (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought rents, taxes and other items payable by either party hereto and of the costs or expenses incurred by the challenging party in that regard, and (ii) SCG Subsidiaries under any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof.agreement; (c) Notwithstanding anything else the amount of any license or registration fees with respect to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage any licenses or ownership registrations of either of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.SCG Subsidiaries; (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of charges for water, telephone, electricity and other utilities and fuel; (e) all accrued vacation, termination and severance pay and accrued sickness benefits for all Employees including related, social security taxes, unemployment compensation taxes, workers compensation taxes and premiums and other employment taxes relating to the same; (f) all other operating expenses, including without limitation insurance premiums and amounts payable to service providers, of the SCG Subsidiaries; and (g) all management fees, commissions and other fees and income of the SCG Subsidiaries; (h) all other items not specifically described in subsections (a)-(g) above which are normally prorated in connection with similar transactions. In addition to the Prorated Items, the Post-Closing Accrual Statement shall also reflect any and all deposits held on behalf payments made by SCG or either of Seller by utility companies the SCG Subsidiaries prior to Merger Closing with respect to any Prorated Items. SCG agrees to furnish PTR with such documents and other records as PTR reasonably requests in order to confirm all adjustment and proration calculations reflected on the PropertyPost-Closing Accrual Statement.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Except as set forth herein, the Seller shall pay for all tenant improvement costs, leasing commissions and Tenant Inducements for leases executed prior to the Closing, all normal and customarily proratable items. Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant Leases or licenses, including without limitation telecommunications licenses, all ad valorem as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); rents payable by the Seller on the Ground Leases, interest payable under the Loans, real property taxes and assessments assessed against assessments; water, sewer and utility charges; personal property taxes, if any; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the Propertybasis of the period covered); any other expenses of the operation and maintenance of the Properties; and the above market portions of tenant improvement costs and leasing commissions related to the Properties in the event the parties, prepaid in their sole discretion, agree in writing, after written prior notice thereof from the Seller to the Buyer, that any such tenant improvements or leasing commissions are for amounts that are above market rates, shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by the Buyer from tenants after the Closing shall be promptly paid to the Seller to the extent of any rents and other expenses and fees payable under any Leases on the Propertysums which were delinquent at Closing, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, after first applying all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, such amounts collected to current obligations. The Buyer shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially use reasonable attempt efforts to collect the same for Seller's benefit after Closing, such delinquent rents but shall not be required obligated to initiate expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. The Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that the Seller shall use personnel independent of any personnel who may be performing management services for the Buyer to do so and provided that the Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such attemptleased premises. The amount of any security deposits (but not letters of credit in lieu thereof, and such collections, if any, which shall be accounted for between Purchaser transferred by the Seller in accordance with the provisions of Section 7.5(b) below) under tenant Leases shall be credited against the Purchase Price and the Buyer shall assume all liabilities thereunder. The Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made shall receive credits at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all utility or other deposits held on behalf of Seller by utility companies with respect to the Property.Properties, in which case all such deposits for which the Seller receives credit shall remain in place for the benefit of the Buyer and the Seller shall execute and deliver such documents as shall be necessary to assign such deposits to the Buyer. The Buyer shall use reasonable efforts to cause all utilities and letters of credit to be transferred into the Buyer's name and account at the

Prorations. The provisions No later than five business days after the final determination of this the Working Capital of the Business under Section 14 2.4, Purchasers shall survive reimburse Sellers for all personal and real property Taxes relating to the Acquired Assets that are not included in the Assumed Liabilities, were paid by a Seller before the Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against relate to the Property, prepaid rents and other expenses and fees payable under any Leases on ownership of the Property, prepaid and accrued but unpaid expenses incurred in connection with Acquired Assets or the operation or maintenance of the Property Business after the Closing (except to the extent that any such Taxes are included as an asset in the Final Working Capital Statement and not included as an asset in the working capital amount as of May 31, 2004 that was used in the calculation of the Target Working Capital). Unless otherwise an Assumed Liability and except for any installments payable by any lessor under any Service Contracts or otherwisea Facility Lease, includingeach Seller, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsas applicable, shall be prorated between Purchaser and Seller as pay all installments of special assessments with respect to the Real Property that relate to the operation of the Business on or before the Closing Date, Seller being charged and credited for Purchasers shall pay all of same up such installments that relate to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as operation of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days Business after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments . Except to the prorations made at Closing under Section 14.(a)extent included in the Assumed Liabilities, aboveall water, includingsewer, without limitationutility and other similar charges, (a) any and all rents delinquent prepaid rent and unpaid on other similar credits, affecting the Real Property shall be prorated to the Closing Date and subsequently collected (with Closing Date meter readings as appropriate). The foregoing prorations shall be paid by PurchaserPurchasers to Sellers, and (b) any savings resulting from any tax abatements on insofar as feasible, at the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs Closing, or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14extent not feasible, if within 30 days following the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller willby Immediately Available Funds. Any errors or omissions in computing prorations at the Closing, at its election or any re-computations required as a result of facts that become known after the Closing, shall be corrected (and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertypaid as specified above) as soon as practicable thereafter.

Prorations. The provisions Seller and Purchaser agree to prepare a proration schedule of this Section 14 adjustments five (5) business days prior to Closing. For purposes of calculating prorations, Purchaser shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred deemed to be in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing title to the Property, and any dues therefore entitled to the income therefrom and assessments of home or condominium owners’ associationsresponsible for the expenses thereof, for the entire day upon which the Closing occurs. All such prorations shall be prorated between Purchaser made at Closing on the basis of the actual number of days of the year and Seller month that shall have elapsed as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If post-Closing adjustments are required under this Article 7, the assessments for any such proratable items for the year amount of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made adjusted in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit cash after Closing, but shall not be required as and when complete and accurate information becomes available. Seller and Purchaser agree to initiate legal proceedings in cooperate and use their good faith and diligent efforts to make such attempt, adjustments no later than two hundred and such collections, if any, shall be accounted for between Purchaser seventy (270) days after Closing with respect to taxes and Seller on the Reconciliation Date assessments and no later than thirty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6030) days after the Closing Datewith respect to other prorated amounts, or as soon as is reasonably practicable if and to the extent that the required final proration information is not available within such other date as may be agreed upon in writing by Seller period. Items of income and Purchaser in order to have in hand the tax or any other assessments expense for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees period prior to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date will be for the account of Seller and subsequently collected by items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred all as determined by the challenging party in that regardaccrual method of accounting, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else subject to the contrary in provisions hereof. Bills received after Closing that relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller. Any amounts not so paid by Seller may be set off against amounts (if any) otherwise due Seller hereunder. The obligations of the parties pursuant to this Section 147.1, if including Sections 7.1.1 through 7.1.5, shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Closing and shall not merge into any documents of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller conveyance delivered at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Purchaser and the Seller hereby agree as follows with regard to prorations applicable to the consummation of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, the transactions contemplated hereby. The parties agree that all normal and customarily proratable itemsoperational expenses incurred directly in the operation of the Business, including, without limitation, all ad valorem taxes and assessments assessed against utility bills, the Propertyexpense of supplies, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance expense of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyfuel, and any dues and assessments of home or condominium owners’ associationsthe like, shall be prorated between Purchaser the parties as of the Closing Date, and as of such date shall become the obligation and responsibility of the Purchaser. Prorations which are to be effected on the Closing Date shall be made on the Closing Date or, if such prorations cannot reasonably be made as of the Closing Date, as soon thereafter as possible and "as of" the Closing Date. In addition, all pre-paid expenses shall be prorated between the parties as of the Closing Date. The Purchaser, as of the Closing Date, shall pay such amounts as may be required to replace all deposits held with the suppliers of utilities to the Business, and to assist the Seller as may be reasonably required in obtaining a return of such deposits put in place by the Seller as of the Closing Date, Seller being charged . All personal property taxes and credited for all of same up special and general assessments relating to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Assets shall be based upon prorated by the prior year’s assessments. No prorations shall be made in relation to rents not collected parties as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and all such taxes applicable to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately periods of time prior to the day which is sixty (60) days after Closing Date shall be the Closing Datesole obligation, or such other date as may be agreed upon in writing by Seller responsibility and Purchaser in order to have in hand expense of the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventSeller, the “Reconciliation Date”), Seller hereby agrees to cause to and shall be paid by the Seller. All such assessments and taxes applicable to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on periods following the Closing Date shall be the sole obligation, responsibility and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership expense of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesPurchaser. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 SELLER shall survive Closing be entitled to all income earned or accrued, and not shall be merged therein. (a) At Closingresponsible for all liabilities and obligations incurred or payable, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts S. E. USA BUSINESS through the close of business on the Closing Date. The BUYER shall be entitled to all income earned or otherwise, including, without limitation, all utilities servicing the Propertyaccrued, and any dues and assessments of home or condominium owners’ associations, shall be prorated responsible for all liabilities incurred or payable, in connection with the S.E. USA BUSINESS after the close of business on the Closing Date. All items of expense shall be apportioned between Purchaser the SELLER and Seller the BUYER as of the close of business on the Closing DateDate in accordance with generally accepted accounting principles ("GAAP"), Seller being charged unless otherwise specifically stated. Items to be apportioned include, but are not limited to, the following: A. General and credited for all of same up special real and personal property taxes and assessments imposed on real or personal property under any leases assigned to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have BUYER which are either not yet payable at the Closing Date or which have been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of prepaid at the Closing Date; and special district or other levies which are a lien but not due or which have been prepaid at the Closing Date; B. Any power charges, but Purchaser utility charges, telephone charges or other communication charges either due or paid at the Closing Date; C. Any prepaid rent or real estate or equipment or other prepaid expenses; D. Any business or license fee, sale or service charge, commission, special assessment, rental payment or personal tax or assessment associated with the ACQUISITION ASSETS; E. Any deposits, reserves and prepaid expenses; and F. All sales commissions. G. Any other items customarily prorated in transactions of this nature in the jurisdiction which governs the construction for this Agreement pursuant to Section 10.11, unless otherwise agree to by the parties. SELLER shall make determine all apportionment's pursuant to the provisions hereof and shall deliver a commercially reasonable attempt statement of them to collect BUYER together with the same supporting documentation and information (the "Proration Adjustment") at Closing. In the event that BUYER disputes any such apportionment's or otherwise disagrees with the Proration Adjustment, it will notify the SELLER in writing, specifying each dispute or disagreement, within ten (10) business days following Closing. The parties shall negotiate in good faith to resolve any disputes or disagreements for Seller's benefit after a period of thirty (30) days following Closing. In the event that the parties cannot come to a resolution during such thirty (30) days period, but either party shall not be required have the right to initiate legal proceedings in elect to submit such attempt, dispute to an accounting firm designated jointly by counsel to BUYER and such collectionsSELLER or, if anythey cannot agree on such an accounting firm, then to the American Arbitration Association to act as an arbitrator to resolve all points of disagreement with respect to the Proration Adjustment. All determinations made by the arbitrator shall be accounted for between Purchaser final, conclusive and Seller binding on the Reconciliation Date (hereinafter defined). (b) On SELLER and the first business day immediately prior BUYER with respect to the day which is sixty Proration Adjustment. The costs of the accountant and/or arbitration shall be shared equally between the parties. Within fifteen (6015) days after the Closing Datelater of (i) delivery of the Proration Adjustment to the SELLER or (ii) resolution of any dispute or disagreement with respect to the Proration Adjustment, the BUYER shall pay the SELLER, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for SELLER shall pay the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerBUYER, as the case may be, the net amount due as a payment in an amount which reflects result of the apportionment's, plus interest at the rate of eight percent (i8%) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on per annum from the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofDate. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided herein or in the Time Brokerage Agreements, all normal income and customarily proratable itemsexpenses arising from the conduct of the business and operations of the Cox Stations and the AFM Stations shall be prorated between Cox and AFM in accordance with generally accepted accounting principles as of 12:01 a.m., includingon the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not reasonably capable of being ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in Sections 4.2(c) and 4.2(d); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to AFM a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt detail the basis for those determinations) (the "Cox Proration Schedule"). The Cox Proration Schedule shall be conclusive and binding upon AFM unless AFM provides Cox with written notice of objection (the "Notice of Disagreement") within thirty (30) days after AFM's receipt of the Cox Proration Schedule, which notice shall state the prorations of expenses proposed by AFM ("AFM's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to collect accept or reject AFM's Proration Amount. Payment by AFM or Cox, as the same case may be, of the proration amounts determined pursuant to this Section 4.2(c) shall be due fifteen (15) days after the last to occur of (i) AFM's acceptance of the Cox Proration Schedule or failure to give Cox a timely Notice of Disagreement and (ii) Xxx'x acceptance of AFM's Proration Amount or failure to reject AFM's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Within ninety (90) days of the Closing Date, AFM shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for Sellerthose determinations) (the "AFM Proration Schedule"). The AFM Proration Schedule shall be conclusive and binding upon Cox unless Cox provides AFM with a Notice of Disagreement within thirty (30) days after Xxx'x receipt of the AFM Proration Schedule, which notice shall state the prorations of expenses proposed by Xxx ("Xxx'x Proration Amount"). AFM shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject Xxx'x Proration Amount. Payment by Cox or AFM, as the case may be, of the proration amounts determined pursuant to this Section 4.2(d) shall be due fifteen (15) days after the last to occur of (i) Xxx'x acceptance of the AFM Proration Schedule or failure to give AFM a timely Notice of Disagreement and (ii) AFM's benefit after Closingacceptance of Xxx'x Proration Amount or failure to reject Xxx'x Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; and (e) In the event of any disputes between the parties as to the prorations and adjustments described in this Section, but the amounts not in dispute shall not nonetheless be paid at the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or AFM or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by AFM. Any payment required by Cox to initiate legal proceedings AFM or by AFM to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in the United States as designated by such attemptparty in the AFM Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or AFM fails to pay when due any amount under Section 4.2(c) or 4.2(d), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such collectionsinterest shall be payable upon demand. Notwithstanding the provisions of Section 4.2(c), (d) and (e) of this Agreement, if any, shall the amount of any taxes to be accounted for between Purchaser and Seller on the Reconciliation Date prorated pursuant to this Section 4.2 is not known by ninety (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6090) days after the Closing Date, or then the amount will be estimated as of such other date as may be agreed upon in writing by Seller date, and Purchaser in order once the amount of such taxes is known, AFM shall pay to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to PurchaserCox, or Purchaser hereby agrees to Cox shall pay to SellerAFM, as the case may be, the net amount due as a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for actual apportionment of such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseshall be apportioned as of 12:01 a.m. on the Closing Date, including, without limitation, with Purchaser being deemed to be the owner of its Undivided Interest in the Property during the entire day on which the Closing Date occurs and being entitled to receive its share of all utilities servicing revenue of the Property, and being obligated to pay its share of all expenses of the Property, with respect to such day. All prorations and apportionments hereunder shall be based upon Seller’s Undivided Interest in the Property. (i) Such prorated items shall include the following: (A) all rents and any dues other income with respect to the Property received by the Closing Date, if any, and for the month in which the Closing occurs. Such proration of rents shall be based on a rent roll updated by Seller not less than one (1) day prior to the Closing Date; (B) taxes and assessments (including personal property taxes) levied against the Property; (C) subject to rights under Leases regarding payments or prorations of home utility payments by tenants (which will be governed by the rent proration provision described in Section 12(a)(i)(A) above), utility charges for which Seller 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 fifteen (15) days prior to the Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (D) any other operating expenses or condominium owners’ associationsother items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (ii) Notwithstanding anything contained in this Section 12, the following shall apply: (A) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be prorated between paid by Seller at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, Purchaser shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by Seller. In the event that Seller as of has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, Seller being charged shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for which a credit was given or a proration was made at the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but the parties shall not be required adjust the differences between them promptly upon demand being made therefor by either Seller or Purchaser. If, after the Closing, any additional real estate taxes or assessments applicable to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately period prior to the day which is sixty (60) days Closing Date are levied for any reason, including back assessments or escape assessments, then Seller shall pay all such additional amounts. If, after the Closing, Seller or Purchaser receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing Date, or such other date as may that is required to be agreed upon in writing by Seller and Purchaser in order refunded to have in hand the tax or any other assessments for tenant of the Property for the year of Closing shall be delivered to or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, Purchaser for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, Seller. Purchaser shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (B) Charges referred to in Section 12.2(a)(i)(C) which are payable by any tenant directly to a payment in an amount which reflects (i) net adjustments third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the prorations made tenant responsible therefor for the payment of such charges. As to utilities and other operating expenses for which Seller is responsible, Seller may upon notice to Purchaser elect to pay one or more of all of said items accrued to the date fixed for apportionment pursuant to this Agreement directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (C) Purchaser shall take all steps necessary to effectuate the transfer of all utilities to the name of Purchaser as of Closing, where necessary, post deposits with the utility companies, and provide Seller with written evidence of the transfer at or prior to Closing. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (D) Unpaid rent from a tenant delinquent at Closing under Section 14.(a), above, including, without limitation, collected by Purchaser or Seller after the date of Closing shall be delivered as follows: (a) if Seller collects any and all rents such unpaid delinquent and unpaid on rent, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of the Closing Date and subsequently collected by Purchaserany period thereafter, and (b) if Purchaser collects any savings resulting from such unpaid delinquent rent, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any tax abatements on such rent to which Seller are entitled hereunder relating to the Property for period prior to the year date of Closing. The parties agree that (i) all rent received by Seller or Purchaser within the first thirty (30) day period after the date of Closing resulting from a challenge brought by either party hereto tenant delinquent at Closing shall be applied first to delinquent rent, if any, in the order of their maturity, and the costs or expenses incurred by the challenging party in that regardthen to current rent, and (ii) any costs all rent received by Seller or Purchaser after the first thirty (30) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to current rent and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else then to the contrary in this Section 14delinquent rent, if any, in the Property has been assessed for property tax purposes at such rates as would result inverse order of maturity. Purchaser will endeavor after Closing to collect all rents in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership the usual course of Purchaser’s operation of the Property, but Purchaser hereby agrees will not be obligated to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.institute any lawsuit or other collection procedures to collect delinquent rents, except in Purchaser’s sole discretion; (dE) At After Closing, Seller willshall be responsible for preparing a reconciliation of common area maintenance (the “CAM”) payments made by tenants under the Leases for calendar year 2011 and prior to Closing, at its election in accordance with the Leases. To the extent CAM payments made by tenants on or after [ ] and in its sole discretion, either deliver or credit prior to Purchaser any and all tenant security deposits then actually held Closing (the “Pre-Closing Payments”) exceed common area expenses for the Property paid by Seller under Leases covering during such period, as reasonably determined by Purchaser after the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will pay such excess amounts to Purchaser within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. To the extent the Pre-Closing Payments are less than the common area expenses for the Property paid by Seller during such period, as reasonably determined by Purchaser after the Closing, Purchaser will pay such amounts to Seller within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. Purchaser shall make such determination as soon as possible after the Closing and in all events on or before the date required under the Leases; (F) The net proration credit to or charge against Seller on account of the prorations adjustments to be credited at made upon the Closing with shall be reflected through an adjustment to cash portion of the amount Purchase Consideration. Any other proration adjustments made following the Closing shall be made in cash; and (G) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as is soon after the Closing Date as feasible. Either party owing the other party a sum of any and all deposits held money based on behalf of Seller by utility companies with respect such subsequent proration(s) shall promptly pay said sum to the Propertyother 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 ten (10) business days after delivery of a xxxx therefor. Once all revenue and expense amounts have been finally and completely ascertained, Purchaser shall prepare a final proration statement which shall be conclusively deemed to be accurate and final absent manifest error.

Prorations. (a) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than ninety (90) calendar days thereafter, the water, gas, electricity and other utilities, local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Purchased Assets shall be prorated between the Seller, on the one hand, and the Purchaser, on the other hand, effective as of the Effective Time with the Seller being responsible for amounts related to the period prior to but excluding the Closing Date and the Purchaser being responsible for amounts related to the period on and after the Closing Date. The Parties shall use commercially reasonable efforts to cause utility meter readings to be determined as of the Effective Time or as close thereto as reasonably practicable; provided, however, that if a Party’s proration for a particular amount owed under this Section 1.6 cannot be determined due to the unavailability of the necessary information on the appropriate invoice or remittance statement, then the proration shall be calculated on a per day basis using the number of days in the respective Party’s period. If the Purchaser fails to pay any utility bill and payment is demanded from the Seller, and the Seller pays the utility bill, then the Purchaser shall promptly reimburse the Seller for payment of any such utility bill. If the Purchaser fails to effect the transfer to it of utility services within one hundred and twenty (120) days following Closing, the Seller shall then have the option, in the Seller’s discretion, to inform the utility provider to discontinue the utility service, without any liability to the Seller for such discontinuance. (b) All income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Purchased Assets prior to the Effective Time shall be the property of the Seller and to the extent received by the Purchaser or its Affiliates, the Purchaser shall promptly and fully disclose, account for and transmit the same to the Seller. All income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Purchased Assets on and after the Effective Time shall be the property of the Purchaser and to the extent received by the Seller or its Affiliates, the Seller shall promptly and fully disclose, account for and transmit the same to the Purchaser. (c) The provisions of this Section 14 1.6 shall survive Closing and not be merged thereinthe Closing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions All prorations shall each be made as of this Section 14 11:59 P.M. local time on the date immediately preceding the Closing Date. In each proration set forth below, the portion thereof allocable to periods beginning with the Closing Date shall survive be credited to Purchaser, or charged to Purchaser, as applicable, at Closing and not be merged therein. (a) At or, in the case of allocations made after Closing, all normal and customarily proratable itemspromptly after receipt of payments or promptly after payment of expenses which are subject to proration. The following items shall, includingas applicable, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller or credited to Purchaser or Seller: (a) Real and personal property ad valorem taxes upon the Property assessed for the year in which Closing occurs (regardless of when due and payable) shall be prorated. If the amount of such taxes for the year in which the Closing occurs cannot reasonably be determined, the apportionment shall be based at Closing upon the amount of such taxes for the next preceding tax year but shall be readjusted when the amount of such taxes is finally determined. Any back taxes assessed for any year prior to the year in which Closing occurs shall be paid in full by Seller at Closing, including all delinquent and/or interest charges. (b) All utility charges shall be prorated as of the Closing Date based on the last available bills with respect thereto, subject to adjustment after the Closing upon receipt of new bills. (c) All payments due or made under any lease, service, management or other operation contracts shall be prorated as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Seller and Buyer shall prorate (based on the percentage the area of this Section 14 shall survive Closing and not be merged therein. the Property bears to the area of the entire parcel from which its being severed) the following payment obligations incident to ownership of the Property as of 11:59 p.m. of the date immediately preceding the Closing: (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem real property taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as Closing; (b) assessments of the Closing Datecity, but Purchaser shall make a commercially reasonable attempt to collect county or other taxing authority due and payable in the same for Seller's benefit after year of the Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections; (c) rent paid or payable by tenants of the Property, if any, for the month of the Closing with a credit to Buyer for advance rent, if any, paid for periods following the month of the Closing; and (d) utility service charges applicable to the Property for the month of the Closing. Ad valorem taxes shall be accounted prorated based upon the current year’s assessed tax, if available, or upon the previous year’s assessed tax if not, with allowance made for between Purchaser maximum allowable discounts for early payment. If ad valorem taxes are prorated based upon the previous year’s assessed taxes, Seller and Buyer hereby covenant and agree to readjust such prorations upon receipt of the current year’s tax bill, and to make payment of the amount, if any, owed to the other party as a result of such readjustment, and such obligation shall survive the Closing. Seller on shall pay all operating costs of the Reconciliation Date (hereinafter defined). (b) On the first business day immediately Property incurred or accrued prior to the day Closing, except to the extent such costs were incurred or accrued for services which is sixty (60) days shall continue after the Closing Date, in which event such costs shall be prorated. Certified, confirmed and ratified special assessment liens of the county, city or such other date taxing authority not yet due and payable as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected shall be assumed by Purchaser, and (b) any savings resulting from any tax abatements on Xxxxx. Prorations favoring Buyer shall reduce the Property for cash payable by Xxxxx at the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Business and Purchased Assets that are attributable to a period commencing prior to the Closing Date and terminating on or after the Closing Date, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but expressly excluding Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closing, but shall not be required units used to initiate legal proceedings compute the item in such attemptquestion, and such collectionsotherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, shall be accounted on or with respect to the ownership, lease, maintenance or operation of the Business and Purchased Assets; (ii) Rent and all other items (including prepaid services), in each case, payable by or to Seller under any of the Seller's Agreements assigned to and assumed by Buyer hereunder; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; and (iv) Sewer rents and charges for between Purchaser water, telephone, electricity and Seller on the Reconciliation Date (hereinafter defined)other utilities. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.6(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.6(a), if actual amounts are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party, if practicable, on the date of the payment of the Closing Adjustment Amount pursuant to Section 3.4(c) or otherwise within sixty (60) days after the Closing Date, or date that the previously unavailable actual amounts become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand confirm all proration calculations made pursuant to this Section 3.6. Notwithstanding anything to the tax or any other assessments for the Property for the year of Closing or for any other reason (in any eventcontrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.6 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, including, without limitation, (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.7(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal Any real and customarily proratable items, including, without limitation, all personal property taxes and ad valorem taxes with respect to the Site and assessments assessed against the PropertyFacility for any taxable period commencing prior to the Closing Date and ending after the Closing Date shall be apportioned on a per diem basis between (i) the period commencing on the initial day of such taxable period and ending one day prior to the Closing Date ("Pre-Closing Taxes"), prepaid and (ii) the period commencing on the Closing Date and ending on the last day of such taxable period ("Post-Closing Taxes"). On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) calendar days thereafter, Pre-Closing Taxes and Post-Closing Taxes, local business or other license fees or taxes, rents under the Leases assumed by Purchaser, merchants' association dues and other expenses similar periodic charges payable with respect to the Site and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Facility shall be prorated between Purchaser and Seller effective as of the Closing Date, Seller being charged . A preliminary and credited for estimated proration schedule reflecting all of same up to such date and Purchaser being charged and credited for all of same on and after such dateproration items is attached hereto as Schedule 5.18. If any of the assessments for any such proratable items real property or personal property tax rates for the current tax year of are not established by the Closing have not yet been madeDate, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made on the basis of the rate in relation to rents not collected as effect for the preceding tax year, and such proration shall be adjusted upon presentation of written evidence by Purchaser that the actual taxes paid differ from the amount used on the Closing Date, but . Any payment by Seller or Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, by this Section 5.18 shall be accounted for between Purchaser and Seller on made within five (5) days after a mutually acceptable determination of the Reconciliation Date (hereinafter defined)amount due. (b) On Seller shall use reasonable commercial efforts to have (i) meters for electricity, telephone, gas and water read as of the first opening of business day immediately prior to the day which is sixty (60) days after on the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs bills rendered to Seller based on such readings. Seller shall cooperate with Purchaser in arranging for the transfer of such services. To the extent such meter readings are not taken on the Closing Date or are not used as the basis for calculating all charges applicable on such date, such electricity, telephone, gas and expenses incurred by water utility charges shall be pro-rated as of the opening of business on the Closing Date between Purchaser under Section 32.(b)(ii) hereof. and Seller effective as of the Closing (c) Notwithstanding anything else based on the number of days in applicable pre-Closing and post-Closing periods). Seller shall deliver to Purchaser copies of each relevant bill xx statement to the contrary in extent relating to the proration obligations under this Section 14, if 5.18. Any dispute over utility or any other prorations shall be resolved in the Property has been assessed for property tax purposes at such rates as would result manner set forth in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership the last two sentences of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesSection 2.04(a). (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, includingThe items listed below shall be prorated, without limitationduplication with any Purchase Price adjustment provided for in the Equity Purchase Agreement, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up with Showco having the benefit or bearing the responsibility to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Clearsho having the benefit or bearing the responsibility to collect the same for Seller's benefit extent such items relate to any period on or after Closingthe Closing Date: (i) Personal property Taxes, but shall not be required to initiate legal proceedings in such attempt, assessments and such collectionsother charges, if any, shall be accounted for between Purchaser on or with respect to the ownership, lease, maintenance or operation of the Assets; and (ii) Taxes, revenues, expenses and Seller on all other items payable by or to Showco under any of the Reconciliation Date Showco Agreements (hereinafter definedother than revenues and accounts receivable which the parties to the Equity Purchase Agreement considered in reaching the Purchase Price as defined therein). (b) On After the first business day immediately prior Closing, Showco and Clearsho shall promptly reimburse each other any amount paid by the other Party or Parties that relates to the day period for which is sixty (60) days after the other has the benefit or bears responsibility under Section 2.4(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 2.4(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within thirty days after the date that the previously unavailable actual figures become available. Showco and Clearsho shall furnish each other date with such documents and other records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees confirm all proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes2.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to Buyer's obligations therefor pursuant to the Lease, all normal and customarily proratable items, including, without limitation, all ad valorem real property taxes and assessments assessed against assessments, personal property taxes (if any), rent (whether prepaid or applicable to the Propertycurrent rental period), prepaid rents utilities and all other expenses items of income and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection expense with the operation or maintenance of respect to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser Seller and Seller Buyer as of the Closing Date. Seller shall receive a credit in escrow for any refundable deposits and/or bonds held by any utility, governmental agency or service contractor with respect to the Property, but only to the extent that such deposits and/or bonds are assignable and are in fact assigned to Buyer. Buyer shall receive a credit in escrow in an amount equal to (i) the security deposit held by Seller being charged pursuant to Section 36 of the Lease (i.e., $11,648.84), and credited for all (ii) the balance of same up the escrow account established pursuant to such date and Purchaser being charged and credited for all Section 53 of same the Lease (the "Escrowed Funds"), provided that the Escrowed Funds are released to Seller on and after such dateor before the Closing Date. If either Buyer or Seller receives any revenues attributable to the assessments for any period during which it is not the owner of the Property, said party shall promptly forward such proratable items for amounts to the year other party (if such revenues are only partially attributable to the period during which said party is not the owner of Closing have not yet been madethe Property, then any such prorations the amount paid to the other party shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected proration as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter definedas set forth above). (b) On Buyer and Seller shall cooperate to produce on or before the first business day immediately prior to the day Closing Date a schedule of prorations which is sixty (60) days after as complete and accurate as reasonably possible. All prorations which can be reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations and any adjustments to initial estimated prorations, shall be made by Buyer and Seller within thirty (30) days following the Closing Date or such other date later time as may be agreed upon required, in writing by Seller the exercise of due diligence, to obtain the necessary information for proration. Any net credit due one party from the other as a result of such post-closing prorations and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to adjustments shall be paid to Purchaser, or Purchaser hereby agrees the other in cash immediately upon the parties' written agreement to pay to Seller, as the case may be, a payment in an amount which reflects (i) net final schedule of post-closing adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofprorations. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Purchase Price shall be increased or decreased as required to effectuate the proration of this Section 14 shall survive Closing expenses relating to the operation of KOFY. All expenses arising from the operations of KOFY and not be merged therein. (a) At Closingincurred by KOFY, all normal including tower rental, business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyBroadcasting Assets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, employee compensation (including wages and salaries, accrued sick leave, severance pay and personal days) and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser Pacific and Seller as of Stockholders in accordance with the Closing Date, Seller being charged and credited principle that Stockholders shall be responsible for all expenses, costs and liabilities allocable to the operations of same up KOFY for the period on or prior to such date and Purchaser being charged including the Effective Time, and credited Pacific shall be responsible for all expenses, costs and obligations allocable to the operations of same on and after such date. If the assessments for any such proratable items KOFY for the year of Closing have not yet been madeperiod after the Effective Time as determined in accordance with Section 2.2.3 below, then any such prorations subject to the following: (a) There shall be based upon the prior year’s assessments. No prorations no adjustment for, and Stockholders shall be made in relation to rents not collected as of the Closing Datesolely liable with respect to, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Liabilities and such collections, if any, shall be accounted for between Purchaser obligations under any Contracts listed on Schedule 1-F and Seller on the Reconciliation Date (hereinafter defined)under any Employee Benefit Plans and any other Excluded Pacific Liability. (b) On Payments due under film or programming license agreements for the first business day immediately prior to the day month in which is sixty (60) days after the Closing Date, or such other date as may occurs shall be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid prorated based on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements number of days in such month on or before the Property for the year of Closing resulting from a challenge brought by either party hereto Effective Time and the costs or expenses incurred by number of days in such month after and including the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofEffective Time. (c) Notwithstanding anything else to There shall be no adjustment for any difference between the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership value of the Propertygoods or services to be received by Pacific as of the Effective Time under trade or barter agreements relating to KOFY and the value of any advertising time remaining to be run by Pacific as of the Effective Time under trade or barter agreements relating to KOFY; provided, Purchaser hereby agrees however, that this provision shall not apply to pay all such taxes barter arrangements that do not arise under programming contracts, and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closingwhich pertain to goods or services to be retained by Shareholders after the Effective Date, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller which will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyprorated.

Prorations. The provisions ​ 6.2. 1Prorations. All income and expenses of this Section 14 the Property shall survive 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 not be merged therein.being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day, except as provided in (a)(vi), below. ​ (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Such prorated items shall include the Property, prepaid rents and following: (i) any other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection income with the operation or maintenance of respect to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon on an operating statement updated not less than 1 day prior to the Closing Date; ​ (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; ​ (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior year’s assessments. No prorations to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current xxxx for each such utility; ​ (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; ​ (v) credit shall be made 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; if the Existing Loan is not assumed by the Operating Partnership, amounts in relation such accounts and reserves shall be the Property of Contributor and not result in a reduction of the Contributor’s Total Consideration. ​ (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 ​ (vii) any other operating expenses or other items pertaining to rents the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. ​ (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not collected 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 of provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall extent such amount has not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on been actually paid by the Reconciliation Date (hereinafter defined). (b) On Contributor. In the first business day immediately event that the Contributor has paid prior to the day which is sixty (60) days Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, or the Contributor shall be entitled to a credit for such other date as may be agreed upon in writing by Seller amount. In connection with the ​ ​ re-proration of real estate taxes and Purchaser in order to have in hand the tax or any other 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 refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Property for the year of Closing shall be delivered to or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in an amount which reflects ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; ​ (iiii) net adjustments The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the prorations made at Closing under Section 14.(a)name of the Operating Partnership as of Closing, abovewhere necessary, including, without limitation, (a) any and all rents delinquent and unpaid on post deposits with the Closing Date and subsequently collected by Purchaserutility companies, and (b) any savings resulting from any tax abatements on provide the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor with written evidence of the Property, Purchaser hereby agrees transfer at or prior to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will The Contributor shall be credited at Closing with the amount of 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 behalf account of Seller by utility companies with respect the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the Property.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, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the 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 xxxx therefor. Once all revenue and expense amounts have been finally and completely ascertained, the Operating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by adjusting the Series T Limited Units transferred to the Contributor. ​

Prorations. The provisions 13.1. Rents (exclusive of this Section 14 delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents credited to Seller; and other expenses and fees payable under any Leases similar items shall be adjusted ratably as of 11:59 p.m. on the PropertyClosing Date, prepaid and accrued but unpaid expenses incurred in connection with credited to the operation or maintenance balance of the Property under any Service Contracts or otherwisecash due at Closing. Utilities, includingincluding water, without limitationsewer, all utilities servicing the Propertyelectric, and any dues and assessments of home or condominium owners’ associations, gas shall be prorated between at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller hxx xre-paid any such utilities (so long as no more than thirty (30) days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. Seller shall deliver to Purchaser all such real estate tax consulting contracts within fifteen (15) days of the date hereof. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date, Seller being charged . All costs associated with telephone directory listings and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations other prepaid advertisements shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, Date so that Seller shall be accounted responsible for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately any costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement shall be deemed final as prorated on the Closing Date, except as to delinquent rent referred to in Paragraph 13.2 below. 13.2. For a period of ninety (90) days following the Closing Date, all basic rent paid following the Closing Date by any tenant of the Properties who is indebted under a Lease for basic rent for any period prior to 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. On the last business day which is sixty (60) of each month following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, or such other date as may be agreed upon in writing by 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 Purchaser not previously delivered to Seller in order accordance with the terms hereof. Seller retains the right to have in hand conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the tax or any other assessments for accuracy of the Property for Post-Closing Receipts reconciliation statement and upon the year verification of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay additional funds owing to Seller, as Purchaser shall pay to Seller said additional Post-Closing Receipts and, if the case may beamount owing Seller is greater than $5,000.00 for any one Real Property, the cost of performing Seller's audit. After the Closing, in no event shall Seller attempt to evict a payment tenant through any manner. Paragraph 13.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in an amount which reflects (i) net adjustments place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the prorations made at Closing under Section 14.(a), above, including, without limitation, following terms and conditions: (a) any and all rents delinquent and unpaid The temporary license granted by this paragraph shall commence on the Closing Date and subsequently collected by Purchasershall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) any savings resulting from any tax abatements on the Property The Seller stipulates that there is full and adequate consideration for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereoflicense herein granted. (c) Notwithstanding anything else Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for such portion of the cost of such listing and/or advertisement attributable to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesperiod after Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver In the event any third party (such as telephone company or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering billboard company) makes a separate charge for the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount use of any and all deposits held on behalf of Seller by utility companies with respect such listings or advertising subsequent to the PropertyClosing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the date(s) set forth above. If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the state where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. The provisions Sellers shall bear all personal property and ad valorem tax liability with respect to the WSOD Assets and the EJV Assets if the Lien or assessment arises with respect to periods prior to the WSOD/EJV Option Closing Date irrespective of this Section 14 shall survive Closing the reporting and not be merged therein. (a) At Closingpayment dates of such taxes. All other property taxes, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against similar recurring taxes and fees on the PropertyWSOD Assets and the EJV Assets, prepaid rents and all lease payments, salaries and other expenses and fees compensation payable to employees or officers or similar recurring payments under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsagreements that are WSOD/EJV Designated Contracts, shall be prorated for the applicable period between Purchaser and the applicable Seller as of 12:01 a.m. local time on the WSOD/EJV Option Closing Date. All payments to be made by Purchaser or Sellers in accordance with this Section 9.15 shall be made, to the extent then determinable (and to the extent not determinable as shall be estimated by Purchaser in good faith as of the WSOD/EJV Option Closing), at the WSOD/EJV Option Closing Date with such payments deposited into escrow until due, or to the extent not determinable as of the WSOD/EJV Option Closing Date, Seller being charged and credited for all of same up to promptly following the determination thereof, with such date and Purchaser being charged and credited for all of same on and after such datepayments deposited into escrow until due. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially have the right of reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, review and such collections, if any, shall be accounted for between Purchaser approval of Sellers’ property Tax Returns and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyWSOD/EJV Business and the right to contest any assessments by which Purchaser may be adversely affected. Purchaser and Sellers shall reasonably cooperate with respect to any review, contest or challenge of any tax return or assessment. Sellers and Purchaser shall also undertake a reconciliation and allocation procedure using the mechanism set out above for the reconciliation and allocation of payroll expenses and costs.

Prorations. The provisions Prorations between Seller and Purchaser shall be made within thirty (30) days of this Section 14 shall survive the Closing and not be merged therein.as follows: (a) At All taxes and assessments on the Assets for all prior years and all current year taxes and assessments that are due and payable on or before the Closing shall have been paid in full by Seller on or before the Closing. All general real estate, all normal personal property and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against for the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, current year only shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same Date on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as basis of the most recent available information, as adjusted by any known changes relating to the period during which the Closing Dateoccurs, but Purchaser shall make a commercially reasonable attempt to collect without any adjustment resulting from the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on sale of the Reconciliation Date (hereinafter defined)Assets under this Agreement. (b) On All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated as of the first business day immediately prior Closing Date on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. For purposes of calculating prorations, Purchaser shall be entitled to the income accruing to Seller and responsible for the Losses and expenses accruing to Seller for the entire day upon which is the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon a 365- day year. The amount of such prorations shall be subject to adjustment in cash after the Closing, as and when more complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use commercially reasonable efforts to make such adjustments not later than sixty (60) days after the Closing Date (which cooperation may include any reasonable inspection of Seller’s books and records). At least three (3) Business Days prior to the Closing Date, or such other date as may be agreed upon in writing by Seller and shall deliver to Purchaser in order to have in hand a tentative statement of prorations setting forth the tax or any other assessments for the Property for the year preliminary determination of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause all items to be paid prorated pursuant to Purchaser, or Purchaser hereby agrees this Section 2.06 and supported by all detail reasonably necessary to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments make such determination. Prior to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the PropertyClosing, Purchaser hereby agrees and Seller shall use commercially reasonable efforts to pay all agree on such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesstatement of prorations. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 following adjustments to the Purchase Price paid hereunder shall survive be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing and not be merged therein.Date: (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem All real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other installments of special assessments not yet due and payable shall be paid by Purchaser. If at the time of Closing the tax rate or the assessed against valuation for the Propertycurrent year has not yet been fixed, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, taxes shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior tax rate and the assessed valuation established for the previous tax year’s assessments. No prorations shall be made in relation ; provided, however, that Seller and Purchaser agree that to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect extent the same actual taxes for Seller's benefit after the current year differ from the amount so apportioned at Closing, but shall not be required to initiate legal proceedings in such attemptthe parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and such collections, if any, this provision shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)survive Closing. (b) On Charges under service agreements, utility charges for which Seller is liable, and other operating expenses of the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may Property shall be agreed upon in writing by prorated between Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary Refundable cash or other refundable deposits posted with utility companies or other entities in this Section 14, if connection with the Property has been assessed for property tax purposes shall, at Sellers’ option, either be assigned to Purchaser and credited to Seller at Closing, or Seller shall be entitled to receive and retain such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes refundable cash and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesdeposits. (d) At ClosingThe Personal Property is included in this sale, without further charge, except that Purchaser shall pay to Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf sales or similar taxes payable in connection with the Personal Property which is to be transferred to Purchaser under this Agreement and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (e) All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as appropriate, the amount of cash to be paid by Purchaser to Seller by utility companies with respect to at Closing. Except for the Propertyproration of taxes described in Section 4.4(a) above, all prorations provided for herein shall be final. The proration of taxes described in Section 4.4(a) above shall be deemed final if no adjustment thereto is requested within one (1) year after Closing.

Prorations. As soon as practicable after the Applicable Site Transfer Date, real estate and personal property taxes ("Taxes") attributable to those BTS Sites being transferred shall be apportioned as of the Applicable Site Transfer Date for each. Such apportionments shall be made pro rata on a per diem basis as of the Effective Date so that all such Taxes attributable to the period prior to the Applicable Site Transfer Date are for the account of Assignor; and all such Taxes attributable to the period on and after the Applicable Site Transfer Date are for the account of SBCW or applicable Cingular Group Member. Taxes shall initially be determined based on the previous year's taxes and shall later be adjusted to reflect the current year's Taxes when the tax bills are finally rendered. The provisions parties shall fully cooperate to avoid, to the extent legally possible, the payment of duplicate Taxes, and each party shall furnish, at the request of the other, proof of payment of any Taxes or other documentation which is a prerequisite to avoiding payment of a duplicate tax. In the event that either party (the "Payor") pays a Tax for which the other party (the "Payee") is obligated in whole or in part under this Section, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Tax, and the Payee shall promptly pay such share to the Payor. In the event either Party (the "Recipient") receives refunds of a Tax to which the other Party (the "Beneficiary") is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such share to the Beneficiary. In the event there exists as of the Applicable Site Transfer Date any pending appeals of ad valorem tax assessments with regard to any of the BTS Sites being transferred, the continued prosecution and/or settlement of such appeals shall be subject to the direction and control of Assignee with respect to assessments for the year within which the Assignment occurs. The parties agree that the following items shall be also apportioned between Vendor and SBCW, as of the Applicable Site Transfer Date, as to the Completed CA/NV Sites and Construction Sites: (a) rents and revenues under all Third Party Collocation Agreements; (b) base rent, license fees, revenue sharing payments or other charges due to landlords, lessors or licensors under the Ground Lease and (c) utility charges relating to Tower lighting. Such apportionments shall be made pro rata on a per diem basis as of the Applicable Site Transfer Date so that all such rents, revenues, charges and payments attributable to the period prior to the Applicable Site Transfer Date are for the account of Vendor; and all such rents, revenues, charges and payments attributable to the period from and after the Applicable Site Transfer Date are for the account of SBCW with such adjustments (and adjustments pursuant to the first paragraph of this Section 14 shall survive Closing and not 4(d)) to be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller made as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same Applicable Site Transfer Date by the party that on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior net basis owes money to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing party under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. paragraph (d) At Closingby wire transfer of immediately available funds to such accounts as such other party shall direct in writing. The parties shall fully cooperate to avoid, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyextent legally possible, making duplicate payments to ground lessors or other counter-parties under the Ground Leases and to other third parties.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll rent, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents utilities and other expenses and fees payable under any lease charges with respect to Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, assumed by Buyer shall be prorated between Purchaser Buyer and Seller as of June 30, 2000. Such prorations shall, insofar as feasible, be determined and paid at the Closing DateClosing, Seller being charged and credited for all with best efforts to achieve final settlement of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) within 30 days after the Closing DateClosing. Seller shall be responsible for payment of all unpaid rent, common area maintenance expenses and real property taxes through June 30, 2000." 8. The third sentence of Section 6.1 shall be revised to state in its entirety as follows: "As soon as practical after the execution and delivery of this Agreement, but no later than June 13, 2000, Buyer and Seller shall make all filings required under the HSR Act, and Buyer and Seller will promptly file any supplemental or additional information which may reasonably be requested in connection therewith pursuant to the HSR Act, and will comply in all material respects with the requirements of the HSR Act." 9. Sections 6.11, 8.6 and 10.7 of the Agreement shall be deleted in their entirety. 10. Clause (vi) of Section 11.1(a) of the Agreement shall be deleted in its entirety. 11. The effectiveness of this Amendment is subject to the approval of the boards of directors of Seller and Parent on or before June 9, 2000. Prior to such other date as approvals, this Amendment shall have no force or effect. Seller and Parent will deliver certified copies of their board resolutions to Buyer on or prior to June 13, 2000. 12. This Amendment may be agreed upon executed in writing one or more counterparts, and by Seller different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, including counterparts transmitted by facsimile, but all of which taken together shall constitute one and Purchaser the same agreement. 13. On and after the date hereof, each reference in order the Agreement to have in hand the tax or any other assessments for "Agreement" shall mean the Property for the year of Closing or for any other reason (in any eventAgreement as amended hereby. Except as specifically amended above, the “Reconciliation Date”)Agreement shall remain in full force and effect and is hereby ratified and confirmed. The execution, Seller hereby agrees to cause to be paid to Purchaserdelivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or Purchaser hereby agrees to pay to Sellerremedy of any party hereto, as the case may be, nor constitute a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) waiver of any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership provision of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesAgreement. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this All Taxes shall be prorated in accordance with Section 14 shall survive Closing 5(g)(2). Such Taxes, and not be merged therein. water and sewer charges, utility charges, governmental license fees, vehicle and special mechanical equipment licenses, deposits (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Propertydeposits on Contracts), advance or prepaid royalties, prepaid expenses and rents paid by any of the Companies to Persons other than Oxy or its Affiliates, and other expenses similar items referred to on Schedule 1(i), in each case paid prior to or after the Closing Date by means of estimated payments or otherwise and fees payable under any Leases on the Property, prepaid applicable to pre-Closing and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationspost-Closing periods, shall be prorated between Purchaser and Seller as of the Closing Dateand, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have if not yet been madeotherwise reflected in Consolidated Working Capital, then any such prorations shall be based upon added as part of Consolidated Working Capital to the extent paid prior year’s assessmentsto the Closing and related to a period after the Closing and subtracted from Consolidated Working Capital to the extent to be paid after the Closing and related to a period prior to the Closing. No prorations For prorated items of expense which should be paid in advance prior to the Closing, Oxy shall cause the Companies to make such payments before Closing. For prorated items of expense which are paid in arrears on or after the Closing, Nabors shall cause the Companies to pay and discharge, in a timely manner, any amount so prorated. To the extent that a particular prorated item is disputed, such dispute shall be made in relation resolved pursuant to rents not collected as of Section 1(h). Oxy shall use reasonable efforts to arrange to have (i) meters for electricity, telephone, and gas and water read on the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs bills and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else statements rendered to the contrary in this Section 14Companies based on such readings. Each Party shall, if promptly upon receipt, deliver to the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership other Party copies of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and each relevant bill xx statement which may be in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyrecords.

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseshall be apportioned as of 12:01 a.m. EST on the Closing Date, including, without limitation, with the Operating Partnership being deemed to be the owner of the Property during the 23 entire day on which the Closing Date occurs and being entitled to receive all utilities servicing 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 dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of other income with respect to the Property received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon on an operating statement updated not less than 1 day prior to the Closing Date; (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior year’s assessments. No prorations to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be made 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 (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in relation the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to rents 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 collected 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 of provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall extent such amount has not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on been actually paid by the Reconciliation Date (hereinafter defined). (b) On Contributor. In the first business day immediately event that the Contributor has paid prior to the day which is sixty (60) days Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, or the Contributor shall be entitled to a credit for such other date as may be agreed upon in writing by Seller amount. In connection with the re-proration of real estate taxes and Purchaser in order to have in hand the tax or any other 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 refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Property for the year of Closing shall be delivered to or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.24

Prorations. The provisions of Purchaser and Seller agree that, except as otherwise specifically provided in this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAgreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the ordinary and recurring items normally incurred by Seller (but excluding all Taxes other than Property under any Service Contracts or otherwiseTaxes) relating to the Business and operation of the Project, including, without limitation, all utilities servicing in each case as related to the Property, and any dues and assessments of home or condominium owners’ associationsPurchased Assets, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Project Contracts, with Seller being charged and credited liable to the extent such items relate to any time periods (tax year periods for all of same up Property Tax) ending on or prior to such date the Closing Date, and Purchaser being charged liable to the extent such items relate to periods (tax year periods for Property Tax) after the Closing (measured in the same units used to compute the item in question and credited for all of same on and after such dateotherwise measured by calendar days); provided that notwithstanding anything to the contrary herein, Purchaser shall not pay any amount under this Section 3.4 that constitutes an Excluded Liability. If In connection with the assessments for any such proratable items for prorations referred to in Section 3.4(a) above, in the year of event that actual figures are not available at the Closing have not yet been madeDate, then any such prorations the proration shall be based upon the prior year’s assessmentsapplicable amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. No prorations All prorated amounts shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, recalculated and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior paid to the day which is sixty appropriate Party within thirty (6030) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Purchaser shall furnish each other with such documents and other date records as may be agreed upon in writing by Seller and Purchaser reasonably requested in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees confirm all proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, Buyer and Seller agree that all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseitems normally prorated, includingincluding those listed below (but not including Taxes), without limitation, all utilities servicing relating to the Property, and any dues and assessments of home or condominium owners’ associations, Acquired Assets shall be prorated between Purchaser and prorated, with Seller as of liable to the extent such items relate to any time period prior to the Closing Date, Seller being charged and credited Buyer liable to the extent such items relate to periods commencing on the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) assessments and other charges (other than Taxes), if any, relating to the ownership, use or business of the Acquired Assets; (ii) any prepaid expenses or expenditures relating to the Acquired Assets; provided, however, that if a prepaid expense relates to Seller’s entire electric system and not just that part of the electric system located within Indian River Shores, the amount to be prorated shall be 30/185 of the entire amount; (iii) any purchases of Acquired Assets during the six-month period prior to the Closing Date (A) that will have a remaining useful life of more than five years after the Closing Date, (B) that exceed $25,000 per Acquired Asset, and (C) the acquisition of which has been approved by Buyer, such approval not to be unreasonably withheld, conditioned or delayed; (iv) rent and all other items (including prepaid services or goods) payable under any of the Assumed Contracts; (v) sewer rents and charges for all water, telephone, electricity and other utilities for Substation #9; and (vi) fees or charges (other than Taxes) imposed by any Governmental Authority. (b) In connection with the prorations referred to in (a) above, in the event that actual figures are not available as of same up to such the date and Purchaser being charged and credited for all of same on and after such date. If immediately preceding the assessments for any such proratable items for Closing Date, the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of actual amounts accrued through the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day date immediately prior to the day Closing Date or paid for the most recent year (or other appropriate period) for which is actual amounts paid are available. Such prorated amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of the date that the previously unavailable actual figures become available. Prorations measured by calendar days shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) on and after the Closing Date. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 3.08. (c) To the extent that the proration of an item under this Section 3.08 allocates a portion of such item to a period (or portion thereof) ending before the Closing Date, such portion shall constitute an Excluded Liability. To the extent that the proration of an item under this Section 3.08 allocates a portion of such item to a period (or portion thereof) ending on or after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in portion shall constitute an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofAssumed Liability. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Rent, Taxes (other than Transfer Taxes discussed in Section 14 shall survive Closing and not be merged therein. (a) At Closing6.12), all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyutilities, and any dues and assessments of home or condominium owners’ associations, prepaid expenses related to the Purchased Assets shall be prorated between Purchaser Seller and Seller Buyer as of the Closing Date, Seller being charged and credited for all . The portion of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Taxes that are treated as arising during or attributable to the Pre-Closing Tax Period for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth; (ii) imposed in connection with the sale, transfer or assignment of property; or (iii) required to be withheld, deemed to be equal to the amount which would be payable if the taxable year of Closing have not yet been made, then any for such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of purposes ended on the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).; and (b) On in the first business day immediately prior case of any other Taxes, including any property Taxes, deemed to be the day amount of such Taxes for the entire period multiplied by a fraction the numerator of which is sixty (60) the number of days after in the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid period ending on the Closing Date and subsequently collected by Purchaserthe denominator of which is the number of days in the entire period, without regard to the date of assessment. All obligations due in respect of periods prior to and including the Closing Date (other than Cure Claims), including any Pre-Closing Tax Period, shall be the obligations of Seller, and all obligations due in respect of periods after the Closing Date to the extent related to the Purchased Assets shall be the obligations of and shall be paid in full or otherwise satisfied by Buyer. Seller shall provide reimbursement for any Tax or other obligation for which it is liable pursuant to this Section 6.13 that is payable or paid by Buyer within twenty (b20) any savings resulting from any tax abatements days after written demand therefore. Rent shall be prorated on the Property for the year basis of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and thirty (ii30) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofday month. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of Notwithstanding anything to the contrary contained in this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAgreement, all normal and customarily proratable itemsrent, includingadditional rent, without limitationreal estate taxes, all ad valorem taxes and assessments assessed against the Property, prepaid rents common area maintenance and other expenses charges, insurance obligations and fees utility charges payable under any the Acquired Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing DateDate for each Acquired Lease. Sellers agree to prorate real estate taxes and assessments based on when such taxes and assessments accrue, Seller being charged notwithstanding when such taxes and credited for all of same up to such date and Purchaser being charged and credited for all of same assessments become a lien on and after such datethe premises leased by an Acquired Leases. If the assessments for any such proratable items All percentage rent based on sales payable under an Acquired Lease for the year fiscal period in which the Closing Date occurs shall be the responsibility of Closing have not yet been madethe Sellers, provided, however, if Buyer opens for business from the applicable Store in the fiscal period in which the percentage rent is calculated, then any such prorations percentage rent based on sales shall be prorated based upon the prior year’s assessments. No prorations shall be ratio that sales made in relation to at such Store for which percentage rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately are calculated prior to the day Closing Date bears to the aggregate sales made for the relevant fiscal period for which is sixty percentage rents are computed. The Sellers shall reasonably cooperate with Buyer in providing documents required under the Acquired Leases in order to comply with percentage rent reporting requirements. The Sellers and Buyer agree to adjust between themselves after the Closing any errors, reconciliations, or omissions in the prorations or adjustment set forth in the closing statements and any other prorations or adjustment made pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested within ninety (6090) days after the Closing Date, or such other date time as may be agreed upon in writing by Seller all necessary information is available to make a complete and Purchaser in order to have in hand the tax or any other assessments for the Property for the year accurate determination of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch apportionments. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The parties acknowledge that XXX Oil, Inc. ("XXX") is currently a party to a certain agreement with WorldCom, Inc. ("WorldCom") concerning the provision of long distance telephone services to XXX, to entities related to XXX (the "XXX Entities"), and to other entities which have contracted with XXX, for the provision of such services (the "Other Entities"). The parties further acknowledge that Buyer shall be assuming certain of PAM's rights, duties and obligations under the terms of such agreement with WorldCom (the "WorldCom Agreement") as set forth hereinabove. The parties acknowledge that WorldCom provides XXX with a "Master Xxxx" for all charges for long distance telephone services (including any applicable taxes thereon) which are provided to XXX, the XXX Entities and the Other Entities. The parties agree that XXX shall continue to receive the "Master Xxxx" from WorldCom after the closing of this Agreement, and shall continue to pay to WorldCom the total amount designated on the "Master Xxxx" on a monthly basis. The parties further agree that Buyer shall reimburse to XXX, within ten (10) days of receiving an invoice therefor, for all charges, taxes and itemized expenses on the "Master Xxxx", after determining that the requested reimbursement is correct. The XXX Entities shall be billed by Firstel in the same manner as customers of Firstel. The parties agree that the provisions of this Section 14 Subsection 9(c) shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance apply as of the Property under any Service Contracts or otherwisedate of closing of this Agreement and shall expire on upon the expiration of the WorldCom Agreement, includingwhich shall be June 30, without limitation1999. Notwithstanding anything else contained herein to the contrary, all utilities servicing it is agreed that the Propertyamounts to be received from customers, and any dues and assessments of home or condominium owners’ associations, the amount owed by the Business with regard to the WorldCom Service Agreement shall be prorated between Purchaser and Seller as of the Closing Datedate of closing. All statements to be forwarded to customers subsequent to the date of closing shall be forwarded by Firstel and amounts received by Firstel attributable to calls made prior to the date of closing shall be paid to Seller less sales and excise taxes related thereto which shall be paid by Firstel. Similarly, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, reimburse Firstel for any and such collections, if any, shall be accounted all amounts owed to WorldCom for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately calls made prior to the day which is sixty (60) days date of closing, but billed after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofclosing. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing6.7.1. Rents, all normal and customarily proratable itemscommon area charges, includingescalations, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees tenant reimbursements (other than security deposits) payable under any the Tenant Leases on (collectively, the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of "Rents") for the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, portions thereof shall be prorated between Purchaser and as of the Close of Escrow, except that no proration shall be made for Rents not received by Seller as of the Closing Date, Close of Escrow (hereinafter called the "Delinquent Rents"). Buyer shall have no liability to Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year Delinquent Rents, but Buyer agrees to use "commercially reasonable efforts" (as hereinafter defined) for a period of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of six months after the Closing Date, but Purchaser shall make a commercially reasonable attempt Date to collect the same Delinquent Rents. For purposes of this Paragraph, the phrase "commercially reasonable efforts" shall mean that Buyer, through its collection department, shall periodically send written invoices to the tenants who owe the Delinquent Rents with a request for Seller's benefit after Closing, but payment and shall periodically call such tenants to request payment of the Delinquent Rents. Buyer shall not be required to initiate legal proceedings take any other action in order to satisfy the "commercially reasonable efforts" standard and specifically, without limiting the generality of the foregoing, Buyer shall not be required to file a lawsuit or eviction action, place the tenant in default, engage a third-party collection agency or law firm to aid in collection, lock-out or attempt to evict the tenant or exercise other similar landlord remedies under such attemptTenant Lease. Further, Seller shall not contact any tenants from and after the Closing Date. Amounts collected by Buyer from tenants owing Delinquent Rents shall be applied first to current amounts owed by such tenant and accruing on or after the Close of Escrow, then to any Delinquent Rents owing for the rent period during which the closing occurred (such amount to be prorated between Buyer and Seller as provided herein), and such collectionsthe remainder, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately to Delinquent Rents owing prior to the day rent period during which the closing occurred. Any such amounts applicable to Delinquent Rents received by Buyer shall be promptly forwarded to Seller. All security deposits received by Seller from any tenant under an existing Tenant Lease shall be paid over to Buyer at the Close of Escrow. 6.7.2. General real estate taxes for the then current year relating to the Property shall be prorated as of the Close of Escrow. If the Close of Escrow shall occur before the tax rate is sixty fixed for the then current year, the apportionment of taxes shall be made on the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the taxes actually due for the current year are more or less than the taxes for the preceding year, then within thirty (6030) days after the Closing Dateissuance of the then current year's tax xxxx, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand Buyer shall adjust the tax proration of such taxes and Seller or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerBuyer, as the case may be, a payment in an amount which reflects (i) net adjustments shall pay to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) other any and all rents delinquent and unpaid on amount required as a result of such adjustment; this covenant shall not merge with the Closing Date and subsequently collected deed delivered hereunder but shall survive the Close of Escrow. All special taxes or assessments assessed prior to the Close of Escrow shall be paid by PurchaserSeller, and (b) any savings resulting from any tax abatements on those assessed after the Property for the year Close of Closing resulting from a challenge brought Escrow shall be paid by either party hereto and the costs or expenses incurred by the challenging party in that regardBuyer. 6.7.3. All other income from, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14of, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees including but not limited to pay all public utility charges, interest, maintenance charges, and service charges, shall be prorated as of the Close of Escrow. To the extent that information for any such taxes proration is not available at the Close of Escrow, the parties shall effect such proration within ninety (90) days after Close of Escrow. If, however, the proration of percentage rental from any tenant or any other item or income or expense cannot be made within ninety (90) days after the Close of Escrow, then the proration of such item for each such tenant shall be made within ten (10) days after the information relating to such item becomes available. Percentage rents for each Tenant Lease shall be prorated on the basis of the number of days elapsed during the tenant's percentage rent period as of the Close of Escrow and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering not on the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with basis of the amount of the tenant's sales which accrued during such percentage rent period as of the Close of Escrow. At the end of 2003, Buyer shall calculate year-end adjustments for the calendar year in which the Close of Escrow occurred for common area maintenance expenses, taxes, and insurance owed by or to any tenant under the Tenant Leases, and all deposits held Buyer shall forward to Seller any amounts paid by tenants to Buyer which amounts are for the payment of such tenant's pro rata share of taxes to the extent such taxes are attributable to that portion of the tax year during which Seller owned the Property and for which taxes Seller gave Buyer a credit at the Close of Escrow. If based on such year-end calculations any tenants owe additional sums to the landlord for their pro rata share of common area maintenance expenses, taxes, and insurance under their respective Tenant Leases, Buyer agrees to send to such tenants on behalf of Seller invoices for those sums owed by utility companies with respect such tenants and attributable to the portion of the annual period including the Close of Escrow during which Seller owned the Property and remit to Seller any amounts paid by tenants and received by Buyer in payment of such amounts; provided, however, Buyer shall only send such invoices to the tenants on behalf of Seller if Seller delivers to Buyer such invoices plus all supporting information and documentation to enable Buyer to respond to tenant inquiries regarding such invoices. If based on such year-end calculations the landlord owes a refund, credit, or other sums to any one or more tenants under the Tenant Leases for an overpayment of such tenant's or tenants' pro rata share of common area maintenance expenses, taxes, and insurance, Seller agrees to pay to Buyer an amount equal to such refunds, credits, or other sums, in the aggregate, owed to such tenants, which sums are attributable to the portion of the annual period including the Close of Escrow during which Seller owned the Property. The provisions of this subparagraph shall survive the closing.

Prorations. The provisions Except as elsewhere set forth herein, all items of this Section 14 income ---------- and expense arising from the operation of the Stores and ownership of the Purchased Assets on or before the Closing Date shall survive be for the account of Seller and thereafter shall be for the account of Purchaser, with such items being prorated accordingly. Proration of the items described below between Seller and Purchaser, as well as any and all other items as may be typically prorated between the parties, shall be effective as of 12:01 a.m., local time, on the day immediately following the Closing Date and not shall occur as follows with respect to those rights, liabilities and obligations of Seller transferred to and assumed by Purchaser hereunder: (i) Liability for state and local real estate and personal property taxes and any water and sewer use charges assessed on the Purchased Assets payable with respect to the year 2001 shall be merged thereinprorated as between Seller and Purchaser on the basis of the number of days of the tax year elapsed to and including such date. (aii) At Closing, all normal and customarily proratable Prepaid items, includingdeposits, without limitationcredits, all ad valorem taxes payables and assessments assessed against accruals such as utilities, other service charges, rental and other payments or advances under any Assumed Contracts (but specifically excluding the Property, prepaid rents and other expenses and fees payable items covered under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, subsection (iii) below) shall be prorated between Seller and Purchaser on the basis of the period of time to which such liabilities, prepaid items and accruals apply. (iii) All rent received by Seller or Purchaser after Closing with respect to the Xxxx Leases shall be applied first to current rentals and then to delinquent rentals, if any, in the order of their maturity. In the event that there shall be any rents or other charges under any of the Xxxx Leases that, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year-end common area expenses), then any rent or charges of such type shall, to the extent applicable to a period prior to or extending through the Closing, be prorated between Seller and Purchaser as of the Closing Date, Date upon collection by either Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between or Purchaser and Seller on paid to the Reconciliation Date (hereinafter defined)party owed pursuant to the last grammatical paragraph of this Section 1.5. (biv) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may Purchaser shall be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments responsible for the Property for payment of (i) all "Tenant Inducement Costs" (as hereinafter defined) and those leasing commissions, which leasing commissions are described on Schedule 1.5(iv), as potentially modified as set forth below, whether (A) a result of any renewals or expansions of existing Xxxx Leases approved by Purchaser between the year date hereof and the date of Closing or for (B) under any other reason (in any eventnew Xxxx Leases, approved by Purchaser and entered into between the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto date hereof and the costs or expenses incurred by the challenging party in that regarddate of Closing, and (ii) any costs all Tenant Inducement Costs and expenses incurred leasing commissions entered into by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes that become due and Purchaser shall and does hereby indemnify and save Seller harmless payable from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering after the Property. Seller will have no responsibility for security deposits not held by Seller at date of Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.Any Tenant Inducement Costs due and

Prorations. The provisions Subject to the terms of this Section 14 shall survive Closing and not be merged therein. (a) At 9.1, at or prior to the Closing, the parties shall prorate, as of 11:59 p.m. on the date immediately preceding the Closing Date (the “Prorations Time”), all normal income and customarily proratable itemsexpenses with respect to the Property and payable to or by the LLC, including, without limitation: (i) all real property taxes on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, all ad valorem the apportionment of taxes and assessments shall be based on the tax rate for the preceding period applied to the latest assessed against the Property, prepaid valuation); (ii) rents and other expenses tenant payments and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionstenant reimbursement, if any, shall be accounted received under the Leases; (iii) charges for between Purchaser water, sewer, electricity, gas, fuel, steam, vault taxes and Seller on the Reconciliation Date other utility charges (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause than those charges required to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments directly to the prorations made at Closing under Section 14.(a)utility company by Tenant) all of which shall be read promptly before the Closing; (iv) periodic fees for licenses, above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs permits or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies other authorizations with respect to the Property; and (v) all other items customarily prorated in connection with transactions of the type contemplated by this Agreement. A further proration shall be made between the parties when the tax bxxx for the tax year in which the Closing occurs becomes available. In conjunction with such prorations, Seller will assign to Purchaser its share of all utility deposits which are assignable (and 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 before the Proration Time, and Purchaser shall bear 66 2/3% of the amount debited hereunder, and shall receive 66 2/3% of the amounts credited hereunder for the items of income and expense prorated or adjusted hereunder for periods after the Prorations Time.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income and expenses arising from the conduct of the business and operations of the Cox Stations and the RRC Station on the one hand, all normal and customarily proratable itemsthe Salem Station, includingon the other hand, shall be prorated between Cox and Salem in accordance with generally accepted accounting principles as of 12:01 a.m., on the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall use commercially reasonable efforts to provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in SECTIONS 4.2(C) and 4.2(D); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to Salem a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt to collect detail the same basis for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be accounted for between Purchaser conclusive and Seller on binding upon Salem unless Salem provides Cox with written notice of objection (the Reconciliation Date "Notice of Disagreement") within one hundred twenty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or such other date as may be agreed upon in writing reject Salem's Proration Amount. Payment by Seller and Purchaser in order to have in hand the tax Salem or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerCox, as the case may be, a payment in an amount which reflects of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) net adjustments Salem's acceptance of the Cox Proration Schedule or failure to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year give Cox a timely Notice of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, Disagreement and (ii) Cox's acceptance of Salem's Proration Amount or faixxxx to reject Salem's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Within ninety (90) days of the Closing Date, Salem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox's Proration Amount"). Salem shall have fifteen (00) days from receipt of a Notice of Disagreement to accept or reject Cox's Proration Amount. Payment by Cox or Salem, as xxx xase may be, of the proration amounts determined pursuant to this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox's acceptance of the Salem Proration Schedule xx xxilure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox's Proration Amount or failure to reject Cox's Prxxxxxon Amount within fifteen (15) days of recxxxx of a Notice of Disagreement; and (e) In the event of any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else disputes between the parties as to the contrary prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid at the time provided in this Section 14and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in the United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or Salem fails to pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two ---- percent (2%), and such interest shall be payable upon demand. Notwithstanding the provisions of SECTION 4.2(C), (D) and (E) of this Agreement, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the Closing Date, then the amount will be estimated as of such date, and all deposits held on behalf once the amount of Seller by utility companies with respect such taxes is known, Salem shall pay to Cox, or Cox shall pay to Salem, as the Propertycase may be, the net amount due as a result of the actual apportionment of such taxes.