Common use of Prorations Clause in Contracts

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. The With respect to each Property, the following items relating shall be adjusted between Contributor and Company and shall be prorated as of 12:01 A.M. local time on the Closing Date as if Company was the owner of the Property for the entire Closing Date: (a) Base rents (and, subject to Section 7.4(d) below, reimbursements for operating expenses, insurance, and Real Estate Taxes) payable under the Leases (the “Rents”) for the month of Closing shall be prorated as of the Closing Date, except that no proration shall be made for Rents which are due as of the Closing Date but which have not been paid by Tenants as of the Closing Date (hereinafter called the “Delinquent Rents”). Any Delinquent Rents collected after the Closing shall be applied as follows: (i) first, to the Assets 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 ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items Company shall use reasonable efforts to collect any Delinquent Rents that accrued prior to the extent they are allocable 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 date 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 and Purchaser liable for such items Date to the extent they are allocable to periods beginning other, if and as applicable hereunder, for application in accordance with and subsequent to the provisions hereof. This Section 7.4(a) shall survive Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, Real Estate Taxes due and payable in the calendar year of Closing relating to the Property shall be prorated as of the Closing Date except to the extent normally adjusted in connection with similar transactions, and other items payable or reimbursable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring Tenants on such datean annual or semi-annual basis. If the Closing shall occur before a real estate the Real Estate Tax rate is fixedfixed for the then current year, the apportionment of Real Estate Taxes shall be based upon made on the basis of the Real Estate Tax rate for the immediately preceding year applied to the latest assessed valuation and such of the Property, provided that, if the Real Estate Taxes shall be reprorated upon actually due for the request of Sellercurrent year are more or less than the Real Estate Taxes for the preceding year, on the one hand, or Purchaser, on the other hand, made then within sixty thirty (6030) days after the issuance of the then current year’s Real Estate Tax ▇▇▇▇, Contributor and Company shall adjust the proration of such Real Estate Taxes and Contributor or Company, as the case may be, shall pay to the other any amount required as a result of such adjustment. (c) All items of expense for the Property, including but not limited to 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 ▇▇▇▇ to Contributor with Company being designated the billing party in lieu of Contributor for all utilities that may be in the name of Contributor from and after the Closing Date. Contributor shall be entitled to retain any deposits of Contributor held 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 amounts become available. Seller and Purchaser agree to furnish each other with such documents costs incurred by Contributor for Real Estate Taxes, operating expenses and other records pass-through items during Contributor’s period of ownership that are reimbursable to Contributor, as may 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 reasonably requested in order responsible for calculating the year-end reconciliations of Tenant reimbursements of such amounts for calendar year 2016 and shall deliver such calculations to confirm all adjustment and proration calculations made Contributor no later than April 1, 2017. Any amount due Contributor pursuant to this 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 ▇▇▇ any Tenant for such amount or dispossess any Tenant from its premises. (e) Except as otherwise provided in Section 1.06. To 7.4(b), in the extent required 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 approval 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 transfer 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 FERC project licenses related Entities or any member of the Entities as a transferee or successor, by contract or otherwise, which Taxes relate to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of an event or transaction occurring before the Closing. (f) Contributor shall calculate the prorations contemplated by this Section 7.4

Prorations. The following items relating Purchase Price for the Property shall be subject to prorations and credits as follows to be determined as of 12:01 a.m. on the Closing Date: 1. Rents Payable Under Tenant Leases. Any portion of any rents collected subsequent to the Assets Closing Date and properly allocable to periods prior to the ownership and operation Closing Date, net of Purchaser's third-party costs of collection, if any, shall be paid, promptly after receipt, to the Seller, but subject to all of the Generating Assets will provisions of this Section; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be allocated pro rata per diem for paid to Purchaser. Any amount collected from a tenant shall first be applied to such tenant's current monthly rental and then to past due amounts in the tax year that includes reverse order in which they were due. Any advance rental payments or deposits paid by tenants prior to the date Closing Date and applicable to the periods of Closingtime subsequent to the Closing Date and any security deposits or other amounts paid by tenants, together with Seller liable for such items any interest on both thereof to the extent they such interest is due to tenants, shall be credited to Purchaser on the Closing Date. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants until said sums are allocable paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be entitled to all food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, Motel banquet and conference facility operations, and all other revenue of any kind attributable to any of the same for the period prior to the date of on and after 12:01 a.m. on the Closing and Date. Purchaser liable for such items shall pay over to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted Seller all collections of accounts receivable in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid Properties which have accrued as of date of Closing (the Closing"Closing Accounts Receivable"). At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within By no later than sixty (60) days after Closing, Purchaser shall pay to Seller an amount equal to the date that the actual amounts become availableremaining Closing Accounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and Seller. Seller shall deliver to Purchaser or provide Purchaser a credit against the Purchase Price for the Properties in an amount equal to all guest reservation deposits held by the Motels for Motel guests arriving or staying after check-out time for the Motel on the Closing Date. All collections of Motel receivables from any party after Closing shall be applied first to receivables due from such party which have accrued prior to Closing and Purchaser agree second to furnish each other with receivables due from such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges party which have accrued under such licenses as of the after Closing.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following items relating to (collectively, the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing"PRORATION ITEMS"): (i) Rentals, in accordance with Seller liable for such items Section 10.4(b) below. (ii) Cash Security Deposits (to the extent they such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, together with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are allocable meters on the Real Property, Seller will cause readings of all said meters to the period 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 of and the Closing and Purchaser liable for such items to Date based on the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assetsmost recent meter reading. (biv) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items Amounts payable by Seller under the Real Property Leases and the Business Construction Contracts. (cv) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to Amounts payable under the Real Property and Spectrasite Agreements (unless Purchaser complies with the real property subject to the Real Property Leasesrequirements in Section 3.2). (dvi) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by Ad valorem taxes due and payable for the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such datecalendar year. If the Closing Date shall occur before a real estate Tax the tax rate is fixed, the apportionment of Taxes ad valorem taxes shall be based upon the Tax basis of the tax rate for the preceding year applied to the latest assessed valuation 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 such Taxes Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be reprorated upon the request of Sellermade, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all annual charges accrued under such licenses expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the 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 Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the 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 Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. With respect to Tenants still in occupancy, Purchaser agrees to use commercially reasonable efforts with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. 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 ▇▇▇▇▇▇▇▇ 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 following items relating 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the amount of 6% of prorated rents credited to Purchaser; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Assets Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the ownership 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 operation shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities (so long as no more than thirty (30) days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the Generating Assets will items to be allocated pro rata per diem prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the tax year Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such prorations; provided, however, that includes such prorations shall be deemed final and not subject to further post-closing adjustments at 5:00 PM Chicago time on the date of day which is thirty (30) days following Closing, with Seller liable for such items at which time all prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the preceding sentence shall survive the Closing. 13.2. Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent they are allocable that Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent attributable to a tenant's occupancy of a portion of the Real Property for any period prior to the date of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and Purchaser liable for such items said Lease is not assigned to the extent they are allocable Purchaser. Furthermore, the Seller shall not have the right to periods beginning retain any portion of any security deposit held by Seller (if any) with and respect to any Lease which will remain effective subsequent to Closing, even though the Closingtenant is delinquent in paying rent as of the Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property Taxes on or 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 AssetsSeller 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) Rents, additional rents, Taxes, to The Seller stipulates that there is full and adequate consideration for the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contractslicense herein granted. (c) The amount 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 rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating the cost of such listing and/or advertisement attributable to the Real Property and the real property subject to the Real Property Leasesperiod after Closing. (d) All other items In the event any third party (excluding other Taxessuch as telephone company or billboard company) normally adjusted in connection with similar transactions. Except as makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise agreed owed by the parties, Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the net amount of all such prorations will be settled and paid as of 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 Closingowner 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. At least In no event, however, shall such extended license period exceed ninety (90) days prior additional days. (f) If Purchaser continues to date use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on state where such date. If the Closing shall occur before a real estate Tax rate Property is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied located to the latest assessed valuation and prevent such Taxes shall be reprorated upon the request of Seller, on the one hand, unauthorized use or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with recover any damages authorized by such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closinglaws.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or All items of revenue and expenses with respect to the AssetsVenture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated 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). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing 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. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the 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) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactionsAs soon as reasonably practicable after Closing, and other items payable by in no event later than the six (6) month anniversary of Closing, Seller under and Purchaser shall agree on the Real Property Leases final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount final determination of all such prorations will within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be settled and paid as of in cash by the party obligated therefore within ten (10) days following the date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingProration True-Up Statement.

Prorations. The following items 6.7.1. Real property taxes, personal property taxes, assessments, rents, and CAM expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. All security deposits shall be paid over to Buyer. Rents and CAM expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents attributable to periods prior to the Close of Escrow and which are collected by Buyer or Seller shall be retained by or paid to Seller; provided, however, that any amounts collected by Buyer or Seller shall be first applied to any rents then due to Buyer and, if collected by Seller, remitted to Buyer for such purpose. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not (a) cause Tenant to be delinquent for their current rent or become financially unstable or (b) have the right to seek eviction of the Tenant by unlawful detainer or other means. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If after Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the any period prior to Close of Escrow, the date recipient shall promptly deliver a copy of the Closing and Purchaser liable for such items tax ▇▇▇▇ to the extent they are allocable to periods beginning with other party, and subsequent not later than ten (10) days prior to the Closing:delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. All prorations shall be based on a 360-day year. (a) Property Taxes on or 6.7.2. All leasing commissions owing and tenant improvements with respect to the Assets. (b) RentsReal Property entered into prior to execution of the Agreement including, additional rentsbut not limited to, Taxescommissions for lease renewals and expansion options, shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bears to the primary term of the new Lease subject, in all events, to the extent normally adjusted in connection with similar transactionsprior approval of said Leases as herein provided by Buyer pursuant to Paragraph 7.3. 6.7.3. Seller agrees to indemnify and hold Buyer harmless from any and all liabilities, claims, demands, suits, and other judgments, of any kind or nature, including court costs and reasonable attorney fees (except those items payable by Seller which under the Real Property Leases terms of this Agreement specifically become the obligation of Buyer), brought by third parties and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were based on events occurring on such date. If or before the Closing shall occur before a real estate Tax rate is fixed, the apportionment Close of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation Escrow and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested which are in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses way related to the Hydro Units, Seller Property. 6.7.4. Buyer agrees to pay indemnify and hold Seller harmless of and from any and all annual charges accrued under such licenses as liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys fees, brought by third parties and based on events occurring subsequent to the ClosingClose of Escrow and which are in any way related to the Property.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items relating to shall be adjusted ratably as of 12:01 a.m. on the Assets Closing Date, and credited against the ownership and operation balance of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of cash due at Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which 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. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any approval tenant of the transfer Property 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. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the FERC project licenses related Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the Hydro Unitsterms hereof. Seller retains the right to conduct an audit, at the expense of Seller agrees at reasonable times and upon reasonable notice, of Purchaser's books and records to pay all annual charges accrued under such licenses as verify the accuracy of the ClosingPost-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes Seller and Purchaser agree to adjust, as of 11:59 p.m. on or the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with respect to the AssetsSection 10.4(b) below. (bii) Rents, additional Cash Security Deposits and any prepaid rents, Taxes, together with interest required to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contractsbe paid thereon. (ciii) The amount of rentsUtility charges payable by Seller, Taxes including, without limitation, electricity, water charges and charges for sewer, water, telephone, electricity and other utilities relating to sewer charges. If there are meters on 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 partiesProperty, the net amount Seller will cause readings of all such prorations will said meters to be settled and paid as of date of the Closing. At least ninety performed not more than five (905) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on such datethe most recent meter reading. (iv) Amounts payable under the Spectrasite Agreements and amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before a real estate Tax the tax rate is fixed, the apportionment of Taxes real estate taxes shall be based upon the Tax basis of the tax rate for the preceding year applied to the latest assessed valuation valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and such Taxes Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be reprorated upon the request of Sellermade, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Purchaser shall, at Closing, assume all annual charges accrued under such licenses expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and 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 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 and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will 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 from and after 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 from and after the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration share of building operation and maintenance costs and expenses as provided for under the 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

Prorations. The following 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items relating of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Assets and Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the ownership and operation Closing Date shall be paid by Purchaser. If the amount of any of the Generating Assets will items to be allocated pro rata per diem prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year that includes being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the date of Closing, with Seller liable real estate tax proration for such items the current tax year to the extent they are allocable such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the period prior sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to the date Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser liable credit for such items an amount, determined on an accrual basis, equal to the extent they abatement of rent for any period on and after the Closing Date to which Tenants are allocable to periods beginning with and subsequent entitled under Leases in effect on the Closing Date. Subject to the Closing: (a) Property Taxes on or other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, period from and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if after the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingDate.

Prorations. The following items relating adjustments to the Assets Purchase Price paid hereunder shall 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 Date: (a) 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 the responsibility of Purchaser. If at the time of Closing the tax rate or the assessed valuation for the current year has not yet been fixed, taxes shall be prorated based upon the tax rate and the ownership and operation of the Generating Assets will be allocated pro rata per diem assessed valuation established for the previous tax year year; provided, however, that includes the date of Closing, with Seller liable for such items and Purchaser agree that to the extent they are allocable the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive Closing. (b) Current rents, advance rentals and other income from the Property shall be prorated between Seller and Purchaser at Closing based upon such amounts actually collected by Seller as of the Closing Date. Rent which is unpaid or delinquent as of the Closing Date shall not be prorated, but such unpaid or delinquent rent collected after the Closing Date shall be delivered as follows: (i) if Seller collects any rent after the Closing Date, Seller shall deliver to Purchaser any such rent within fifteen (15) days after the receipt thereof and (ii) if Purchaser collects any unpaid or delinquent rent after the Closing Date, Purchaser shall deliver to Seller any such rent relating to the period prior to the date Closing Date within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the Closing Date shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity provided any payments to Seller shall be net of costs of collection. Purchaser will make a good faith effort after Closing to collect all rents (including without limitation the Pass Through Expenses and percentage rents described in Section 4.4(c) below) in the usual course of Purchaser’s operation of the Closing and Property, but Purchaser liable for such items will not be obligated to institute any lawsuit or incur any expense to collect delinquent rents. Notwithstanding the extent they are allocable foregoing provisions, Seller shall not be required to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable prorate any amounts collected by Seller under after Closing from former tenants of the Real Property Leases Property, it being understood and the Business Contractsagreed that Seller may retain all amounts that Seller recovers from such former tenants. (c) The amount of rentsWith respect to additional rent attributable to insurance, Taxes and charges for sewertaxes, water, telephone, electricity common area maintenance and other utilities relating operating expenses which are passed through to tenants under the Real Property Leases (the “Pass Through Expenses”) and as of the real property Closing Date are not yet collected, Purchaser shall, upon collection of such Pass Through Expenses, but subject to the Real Property Leasessame rules of application set forth in Section 4.4(b) above, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to the Closing Date. With respect to Pass Through Expenses which have not been billed to tenants as of the Closing Date, Purchaser shall ▇▇▇▇ each tenant for same in accordance with each such tenant’s Lease. Within one hundred fifty (150) days after the end of 2010, Seller shall, with Purchaser’s reasonable cooperation and contingent upon receipt of any information held by Purchaser and not in the possession of Seller and reasonably necessary to such obligation, prepare a reconciliation of Pass-Through Expenses. Within one hundred fifty (150) days after the end of the year in which Closing occurs, Purchaser shall, with Seller’s reasonable cooperation and contingent upon receipt of any information held by Seller and not in the possession of Purchaser and reasonably necessary to such obligation, prepare a reconciliation of Pass-Through Expenses. In the event that any reconciliation shows that either Seller or Purchaser is owed an adjusting payment, then the party owing such payment shall promptly remit the same. (d) All Charges under service agreements assumed by Purchaser, utility charges for which Seller is liable, and other items operating expenses of the Property shall be prorated between Seller and Purchaser at Closing. (excluding e) Security deposits shall, at Seller’s option, either be transferred or credited to Purchaser at Closing. Refundable cash or other Taxes) normally adjusted refundable deposits posted with utility companies or other entities in connection with similar transactions. Except as otherwise agreed by the partiesProperty shall, the net amount of all such prorations will at Seller’s option, either be settled assigned to Purchaser and paid as of date of the Closing. At least ninety (90) days prior credited to date of the Seller at Closing, or Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied entitled to the latest assessed valuation receive and retain such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become availablerefundable cash and deposits. Seller shall cause its lender and Purchaser agree Wellstream International Limited (“Wellstream”) to furnish each other with execute such documents and other records as may be required to cause the letter of credit to be transferred to Purchaser as soon as is reasonably requested practical following the Closing and Seller shall cause Wellstream to reduce the amount of its scheduled 2011 letter of credit reduction by Two Thousand Dollars ($2,000) such that it shall be reduced by Seventy-Three Thousand Dollars ($73,000) instead of Seventy-Five Thousand Dollars ($75,000). (f) Purchaser shall be responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (A) as a result of any renewals or expansions of existing Leases, and (B) under any new Leases (including any amendments of existing Leases) in order each instance to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required entered into after the Effective Date of this Agreement which have been approved (or deemed approved) by any approval Purchaser in accordance with the terms of this Agreement; and (ii) all Tenant Inducement Costs and leasing commissions which become due and payable under an existing lease for a right exercised after the transfer of the FERC project licenses related to the Hydro Units, Effective Date. Seller agrees to pay shall be responsible for all annual charges accrued under such licenses other Tenant Inducement Costs. If as of the Closing.Closing Date Seller shall have paid any Tenant Inducement Costs

Prorations. The following All normal and customarily proratable items relating to the Assets Purchased Assets, including, without limitation, Real Property Taxes, personal property taxes, utility bills, alarm and security bills, ground lease rent and tower lease rent (collectively, the ownership "Closing Date Prorations") shall be prorated as of such assets' respective Closing Date, Seller being charged and operation credited for all of the Generating Assets will be allocated pro rata per diem same up to such date ("Seller's Closing Date Prorations") and Purchaser being charged and credited for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date all of the same on and after such date ("Purchaser's Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable Date Prorations"). All earn▇▇▇ ▇▇▇ey deposits held by Seller under Tower Leases for which Purchaser assumes liability under a Tower Lease Assignment and Assumption Agreement shall be credited in favor of Purchaser against the Real Property Leases and Purchase Price. The Pre-Paid Expenses shall be credited in favor of Seller against the Business Contracts. (c) The Purchase Price in the aggregate amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactionsthereof. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least Within ninety (90) days prior to date after each Closing Date, the Seller will prepare and notify Purchaser of the Closing, Seller will provide Closing Date Prorations applicable to such Closing Date. If Purchaser disagrees with a reasonably detailed schedule showing a Seller's calculation of Closing Date Prorations, Purchaser will notify Seller within five (5) business days after receipt of the estimated prorations as if the Closing were occurring on such datecalculation. If the parties cannot resolve a disagreement as to such calculation within three (3) business days thereafter, they shall promptly submit the disagreement to an arbitrator mutually selected by the parties (the "Arbitrator"), whose decision with respect to such Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall Date Prorations (which decision must be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made rendered within sixty ten (6010) business days after the date that the actual amounts become availablesubmission) will be final and binding. Purchaser and Seller and Purchaser agree to furnish will 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 1.06. To the extent required by any approval pay one-half of the transfer expenses of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingArbitrator.

Prorations. 5.4.1 The following items relating to shall be prorated between Seller and Purchaser as of 12:01 a.m. on the Assets and Closing Date (on the ownership and operation basis of the Generating Assets will be allocated pro rata per diem for actual number of days elapsed over the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing:applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property Taxes on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with respect Purchaser assuming the obligation to pay any installments due after the AssetsClosing Date). (b) RentsSubject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rentsrent under the Leases entered into pursuant to Section 7.2.3, Taxesand other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent normally adjusted the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any security deposits which are held in connection the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents within one hundred twenty (120) days after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to any delinquent rents owed to Seller, with similar transactionsSeller's share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser and fourth to the rents that shall then be due and payable to Purchaser, Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and absolute discretion. After such one hundred and twenty (120) day period, Seller shall not be entitled to any further rents collected by Purchaser. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant's right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other items payable by amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller under the Real Property Leases and the Business Contractsshall retain all rights relating thereto. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property LeasesAll operating expenses. (d) All Intentionally deleted. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other items (excluding utility companies, and any other Taxes) normally adjusted persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants' security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar transactions. Except as otherwise agreed by to the parties, Property and located in the net amount State of all such prorations will California subject to Section 7.2.3(a) hereof. (a) Seller shall be settled and paid given a credit for any payments Seller shall have made as of date the Closing Date, in good faith and in the ordinary course of business, in respect of the capital expenditures described on Exhibit H attached hereto and made a part hereof. Purchaser shall assume all liability for such capital expenditures as of the Closing. At least ninety . (90b) days prior to date If any of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the estimated prorations unavailability of information as if to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing were occurring on Date or the date such dateerror is discovered, as applicable; provided that, with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date. If the Closing shall occur before a real estate Tax or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of Taxes taxes or assessments shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation recomputed and any discrepancy resulting from such Taxes recomputation and any errors or omissions in computing apportionments at Closing shall be reprorated upon promptly corrected and the request of Sellerproper party reimbursed, on which obligations shall survive the one hand, Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or Purchaser, on the other hand, made within sixty (60) days modifications to any existing Leases entered into after the date that hereof in accordance with the actual amounts become available. Seller terms and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested conditions set forth in order to confirm all adjustment and proration calculations made pursuant to Section 7.2.3(a) of this Agreement. 5.4.4 The provisions of this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of 5.4 shall survive the Closing.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; accrued but unpaid interest on the Notes; fuels; prepaid operating expenses; real and personal property taxes; and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Assets and Closing Date shall be paid by Purchaser. If the ownership and operation amount of any of the Generating Assets items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves and holdbacks, held by the Lender under the Loan Documents. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for the tax year that includes the date of Closing, with Seller liable rent for such items to the extent they are allocable to the any period prior to and including the date Closing Date after the payment to Purchaser of all current rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. The following items relating prorations shall be made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365- day year. At least two (2) business days prior to the Assets Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative proration schedule setting forth a preliminary determination. 5.2.1 Rentals, prepaid rentals and prepaid payments (and all accrued interest thereon, if any) (collectively, "Rent") shall be prorated on the ownership basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing and operation for all security deposits held by Seller. Buyer shall not receive a credit for any Rent Seller has not received as of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are Closing which is allocable to the period prior to the date Closing. If Buyer shall collect any such Rent after the Closing, Buyer shall promptly pay the same to Seller (provided that all rent collected by Buyer after Closing shall be first applied to unpaid rent accruing after the Closing Date). 5.2.2 Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the Property. 5.2.3 Any adjustments or prorations not finally determined or agreed upon as of the Closing Date shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, from time to time in cash as soon as practicable following the receipt or determination of the information necessary to make the adjustments after the Closing Date. 5.2.4 Without limiting the generality of Section 5.2.3, after the adjustments with tenants under the Leases at the end of the calendar year in which the Closing occurs (or other applicable period) for taxes, assessments, maintenance charges and Purchaser liable for operating expenses (collectively, "CAM Charges"), Buyer shall prepare and present to Seller a calculation of the re-proration of taxes, assessments, CAM Charges and those operating expenses to which the CAM Charges relate, based on the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer's calculation. In addition, Seller shall provide Buyer with a credit for any unpaid tenant improvement expenses that are the landlord's obligation under Leases (other than New Documents and other than the $38,200 tenant improvement expense under the Lease with the University of Phoenix), and a credit for any free rent granted to tenants under Leases other than New Documents (other than the one month of free rent granted to the extent they are allocable University of Phoenix for the month of March 2000). Seller represents to periods beginning Buyer that Seller shall not dissolve or otherwise cease conducting business within one year after Closing and shall maintain sufficient assets to enable it to reasonably comply with its obligations under this paragraph and subsequent satisfy its other indemnification obligations under this Agreement. 5.2.5 For a period of twelve (12) months following the Closing Date, Buyer and Buyer's successors and assigns shall make available to the Closing: (a) Property Taxes on or Seller, and Seller shall make available to Buyer and Buyer's successors and assigns, and their respective employees, agents and representatives, all books and records maintained with respect to the Assets. (b) Rents, additional rents, Taxes, Property which relate to any of the extent normally adjusted items to be prorated or allocated under this Agreement in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes which books and records shall be based made available for inspection and copying upon the Tax rate for the preceding year applied to the latest assessed valuation and reasonable notice during ordinary business hours. Any such Taxes inspection shall be reprorated upon at reasonable intervals and at the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller inspecting party's sole cost and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingexpense.

Prorations. All revenues, income, receivables, costs, expenses and payables of the Property shall be apportioned equitably between the parties as of Closing on the basis of the actual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportion- ment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the Assets extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or lease entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the ownership Property, and Purchaser shall transfer all such utility services to its name and account immediately upon Closing; (vi) Service Contracts on the basis of the charge or premium for the period involved; (vii) Tenant improvements and leasing commissions in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the management and operation of the Generating Assets will Property. No insurance policies shall be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactionsassigned hereunder, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes accordingly there shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request no proration of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closinginsurance premiums.

Prorations. 5.4.1 The following items relating to shall be prorated between Seller and Purchaser as of 12:01 a.m. on the Assets and Closing Date (on the ownership and operation basis of the Generating Assets will be allocated pro rata per diem for actual number of days elapsed over the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the applicable period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing:regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property Taxes on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with respect Purchaser assuming the obligation to pay any installments due after the AssetsClosing Date). (b) RentsSubject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rentsrent under the Leases, Taxesand other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent normally adjusted the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in connection with similar transactionsthe form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other items instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller under of such right, and such right shall survive the Real Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property Leases and as of the Business ContractsClosing Date, Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) The If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to such excess. The provisions of this Section 5.4.2(c) shall survive the Real Property and the real property subject to the Real Property LeasesClosing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other items (excluding utility companies, and any other Taxes) normally adjusted persons or entities who supply goods or services in connection with similar transactions. Except as otherwise agreed by the parties, Property if the net amount of all such prorations will be settled same are assignable and paid as of date of the Closing. At least ninety (90) days prior are assigned to date of Purchaser at the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the estimated prorations fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as if are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax refund received by Seller and arising out of the tax certiorari proceedings for calendar years 2003 through 2006. This provision shall survive the Closing. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing were occurring on because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such dateitems shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate Tax or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of Taxes taxes or assessments shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation recomputed and any discrepancy resulting from such Taxes recomputation and any errors or omissions in computing apportionments at Closing shall be reprorated upon promptly corrected and the request of Sellerproper party reimbursed, on which obligations shall survive the one hand, Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or Purchaser, on the other hand, made within sixty (60) days modifications to any existing Leases entered into after the date that hereof in accordance with the actual amounts become availableterms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the date hereof. Seller shall be responsible for all brokerage and Purchaser agree to furnish each other with such documents leasing commissions and other records as may be reasonably requested in order to confirm tenant improvement costs for the initial term of all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related Leases entered into prior to the Hydro Unitsdate of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller agrees Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all annual charges accrued brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such licenses instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be responsible for paying all fees, costs or commissions owing to the Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 At Closing, the Purchaser shall be receive a credit against the Purchase Price in the amount of $2,600,000. 5.4.6 The provisions of this Section 5.4 shall survive the Closing.

Prorations. The following items relating 5.2.1 Rentals (including fixed monthly rentals and other periodic rentals, additional rentals, operating cost pass- throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, "Rent") shall, subject to the Assets further provisions hereof, be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing and for all security deposits paid to the ownership and operation landlord under the Leases as referenced in the Leases, less only the amount thereof, if any, Seller shall have applied pursuant to one or more Leases (in which event Seller shall provide Buyer with a written explanation of the Generating Assets will be allocated pro rata per diem application of same). Seller shall not receive a credit for any Rent Seller has not received as of the tax year that includes the date of Closing, with Seller liable for such items to the extent they are Closing which is allocable to the period prior to the date Closing. If Buyer shall collect any such Rent after the Closing (Buyer shall exert good faith efforts to collect such Rent), Buyer shall promptly pay the same to Seller. 5.2.2 Real estate taxes shall be prorated as of the Closing on the basis of the most recent assessed valuation of and Purchaser liable for such items rates and multiplier applicable to the extent they Property. 5.2.3 Utilities shall be read at the Closing Date and Seller shall be responsible for payment of such utilities. Buyer shall establish new utility accounts and shall be responsible for all utilities from and after the Closing. 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by tenants of the Project which accrue as of the Closing Date, but which are allocable to periods beginning with not then due and subsequent payable (collectively, the "Operating Expenses"), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by tenants of the Project on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by tenants of the Project prior to the Closing: (a) Property Taxes on Closing Date; provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the Assets. (b) Rents, additional rents, Taxes, month in which the Closing occurs received by Seller prior to the extent normally adjusted in connection Closing Date or by Buyer on or after the Closing Date shall be prorated as of the Closing Date. Buyer and Seller shall cooperate within thirty (30) days after Closing to reconcile actual Operating Expenses collected by Seller from Project tenants prior to Closing with similar transactionsactual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Project tenants for the period of Seller's ownership, Seller shall be charged therefor, and other items payable by Seller under if the Real Property Leases and Project tenants owe the Business Contracts. (c) The amount of rents, Taxes and charges landlord any additional amounts for sewer, water, telephone, electricity and other utilities relating Operating Expenses with respect to the Real Property period of Seller's ownership, and actually pay such amounts to Buyer (Buyer agrees to exert good faith efforts to collect the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closingsame), Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated shall be entitled to receive such amounts from Buyer. Any prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes under this Agreement shall be based upon the Tax rate for actual number of days in the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingapplicable period.

Prorations. The following items relating to 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits and, if applicable under the Assets and the ownership and operation laws of the Generating Assets State of Georgia, interest thereon (which will be allocated pro rata per diem assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes, operating expenses which are reimbursable by the tenants for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. If real estate tax bills for the year 1997 are not available, real estate taxes for the year 1997 shall be prorated based on 105% of 1996 taxes. 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. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 13.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date, after the payment to Purchaser of all current basic rent, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. The following Real estate taxes, expenses of operation and any other similar items shall be adjusted ratably as of the time of closing. Taxes for the year of Closing shall be prorated as of the Closing Date. Current rents collected from Tenants under Leases shall be prorated for the month during which the Closing occurs (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases). Real estate taxes for the calendar year of Closing shall be prorated as of the Closing Date. Unpaid and delinquent rent collected by Seller and Purchaser after the Closing Date will be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of ClosingClosing and any period thereafter, with and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller liable for any such items rent which Seller is entitled to the extent they are allocable hereunder relating to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to furnish each rents that became due and payable during the calendar month of Closing, and second, to those which were due and payable after Closing, and third, to those which were due and payable prior to Closing. Purchaser will use commercially reasonable efforts after Closing to collect all unpaid and delinquent rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect such unpaid or delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (e.g., such as year end operating and common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for any costs of collection or processing. At Closing, Purchaser will be entitled to a credit against the Purchase Price for all cash security deposits held pursuant to any of the Leases (and any pre-paid rent thereunder if not then earned by Seller) and Seller shall deliver to Purchaser any non-cash security deposits thereunder, if any. Payments of accounts for water, sewer, electricity, telephone and all other utilities currently in the name of Seller (or its managing agent) shall be placed in the name of Purchaser on the Closing Date and Seller shall arrange for final meter readings and metered services to be conducted on the Closing Date. Seller shall be responsible to pay in full all bills for such utility charges related to any period prior to the Closing Date and Purchaser shall be responsible to pay all utility charges related to any period on and subsequent to the Closing Date. With respect to utilities which are not metered, charges for such service shall be prorated as of the Closing Date, based on charges for the previous billing period, and Purchaser and Seller shall receive credits or charges, as appropriate, with such documents and other records as may amounts to be reasonably requested in order re-prorated promptly after the final bills are issued. Seller shall cooperate with Purchaser to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of effect the transfer of the FERC project licenses related utility accounts from Seller to Purchaser. Expenses pertaining to Service Agreements that Purchaser elects to assume and personal property taxes (if applicable) and any other expenses relating to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses Property shall be prorated between the parties as of the ClosingClosing Date.

Prorations. The following items 6.7.1. Re▇▇ ▇▇▇▇▇▇▇y taxes, assessments, rents, security deposits, and cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and cam expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax bill. If, after Close of Escrow, Buyer receives any further or supplemental tax bill relating to any period prior to Close of Escrow, ▇▇ ▇eller receives any further or supplemental tax bill relating to any period after Close of Escrow, the Assets ▇▇▇ipient shall promptly deliver a copy of such tax bill to the other party, and not later than ten (10) d▇▇▇ prior to the ownership delinquency date shown on such tax bill Buyer and operation Seller shall deliver to the taxing auth▇▇▇▇y their respective shares of such tax bill, prorated as of Close of Escrow. 6.7.2. ▇▇l leasing commissions owing and tenant improvements with respect to the Generating Assets will Property transactions entered into prior to execution of this Agreement shall be allocated pro rata per diem paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the tax year that includes Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of Closing, with this Agreement shall be prorated between Buyer and Seller liable for such items as their respective periods of ownership bear to the extent they primary term of the new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of closing and which are allocable in any way related to the period prior Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of the Closing closing and Purchaser liable for such items to the extent they which are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses way related to the Hydro UnitsProperty, Seller agrees to pay and all annual charges accrued under such licenses as of the Closingexpenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. The following 3.6.1. All items relating to of income and expense arising from the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or Stations with respect to the AssetsPurchased Assets and the Assumed Leases on or before the close of business on the Closing Date shall be for the account of Seller and thereafter shall be for the account of Purchaser. Proration of the items described below between Seller and Purchaser shall be effective as of 12:00 midnight, local time, on the Closing Date and shall occur as follows with respect to those rights, liabilities and obligations of Seller transferred to and assumed by Purchaser hereunder. (b) Rents, additional rents, Taxes, 3.6.2. Liability for state and local Taxes assessed on the Purchased Assets payable with respect to the extent normally adjusted tax year in connection with similar transactions, which the Closing Date falls shall each be prorated as between Seller and other items payable by Seller under Purchaser on the Real Property Leases basis of the number of days of the Tax year elapsed to and including the Business ContractsClosing Date. (c) 3.6.3. The amount FCC annual regulatory fees for the fiscal year October 1, 2004 through September 20, 2005 for the Stations which are payable in August, 2005 shall be assumed to be the same as the annual regulatory fees paid in August, 2004 and shall be prorated at Closing as of rentsthe Closing Date. 3.6.4. Prepaid items, Taxes deposits, credits and charges for seweraccruals such as water, waterelectricity, telephone, electricity other utility and other utilities relating service charges, lease expenses, license fees (if any) and payments under any contracts or utility services to be assumed by Purchaser shall be prorated between Seller and Purchaser on the Real Property basis of the period of time to which such liabilities, prepaid items and the real property subject to the Real Property Leasesaccruals apply. (d) 3.6.5. 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 shall be settled made and paid insofar as of feasible on the Closing Date and shall be made in accordance with generally accepted accounting principles; any prorations not made on such date of the Closing. At least shall be made as soon as practicable (not to exceed ninety (90) days prior days) thereafter. As soon as practical within said ninety (90) day period, Purchaser shall deliver to date Seller Purchaser's certificate setting forth as of the Closing, Closing Date all adjustments to be made as provided in this Article 3. Purchaser shall provide Seller will provide or Seller's representatives access to copies of all books and records as Seller may reasonably request need to verify such adjustments. Purchaser's certificate shall be final and conclusive unless objected to by Seller in writing within thirty (30) days after delivery. Seller and Purchaser with a reasonably detailed schedule showing a calculation shall attempt jointly to reach agreement as to the amount of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall adjustments to be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made hereunder within sixty (60) days after the date that the actual amounts become available. Seller and receipt by Purchaser agree to furnish each other with of such documents and other records as may written objection by Seller, which agreement, if achieved, shall be reasonably requested in order to confirm binding upon all adjustment and proration calculations made pursuant parties to this Section 1.06Agreement and not subject to dispute or review. To In the extent required by any approval event of the transfer of the FERC project licenses related a disagreement between Purchaser and Seller with respect to the Hydro Unitsaccounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Purchaser and Seller agrees to pay all annual charges accrued under shall be the final arbiter of such licenses as disagreement. The cost of such accounting firm shall be shared equally by the Closingparties. Any amounts due Purchaser or Seller for the adjustments provided for herein shall be paid within ten (10) calendar days after final determination.

Prorations. The following items relating to the Assets and the ownership and operation 13.1. Rents (exclusive of the Generating Assets delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be allocated pro rata per diem 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 the tax year that includes the date of Closingall tenants' liability, with Seller liable if any, for such items to items); operating expenses which are reimbursable by the extent they are allocable to tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities (so long as no more than thirty (30) days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. 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. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and Purchaser liable 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 items time as all such indebtedness is paid in full. On the last business day of each month following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and, if the amount 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 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 place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the extent they are allocable to periods beginning with following terms and subsequent to the Closingconditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property Taxes on or 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 AssetsSeller 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) Rents, additional rents, Taxes, to The Seller stipulates that there is full and adequate consideration for the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contractslicense herein granted. (c) The amount 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 rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating the cost of such listing and/or advertisement attributable to the Real Property and the real property subject to the Real Property Leasesperiod after Closing. (d) All other items In the event any third party (excluding other Taxessuch as telephone company or billboard company) normally adjusted in connection with similar transactions. Except as makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise agreed owed by the parties, Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the net amount of all such prorations will be settled and paid as of 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 Closingowner 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. At least In no event, however, shall such extended license period exceed ninety (90) days prior additional days. (f) If Purchaser continues to date use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on state where such date. If the Closing shall occur before a real estate Tax rate Property is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied located to the latest assessed valuation and prevent such Taxes shall be reprorated upon the request of Seller, on the one hand, unauthorized use or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with recover any damages authorized by such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closinglaws.

Prorations. The following items relating to the Assets shall be prorated between Seller and the ownership and operation Purchaser as of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the ClosingCut-Off Time: (ai) Property Taxes All real estate taxes, water or sewer charges and general or special assessments on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and Property, or any other governmental tax or charge levied or assessed against the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such dateProperty. If the Closing shall occur before a real estate Tax rate is fixedthe actual amounts payable are known, the then apportionment of Taxes shall be based upon on the Tax rate most recently ascertainable tax rates and assessed value of the Property. Seller shall be responsible for the preceding year applied all such taxes that are allocable to any period prior to the latest assessed valuation Closing Date and such Taxes Purchaser shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days responsible for all such taxes allocable to any period from and after the date Closing Date. If any taxes or assessments relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date any remaining installments with respect to such taxes or assessments that are allocable to any period prior to the actual amounts become availableClosing Date. Seller and Purchaser agree that to furnish each other with the extent the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will within thirty (30) days after receipt of a request from Purchaser or Seller, as applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. At Closing, Seller shall transfer to Purchaser control of all pending real estate tax certiorari proceedings which would or could affect post-Closing periods. After Closing, Purchaser shall pay over to Seller any sums realized through such documents certiorari proceedings which are allocable to periods prior to Closing (after recovery of a reasonable allocation of the legal expense and other records costs incurred in realizing such sums). (ii) All rent for the month in which the Closing occurs with respect to the Leases shall be prorated at Closing. There shall be no credit for delinquent rent, which shall be paid over by Purchaser to Seller if collected by Purchaser after the Closing. (iii) With respect to Property Contracts assumed by Purchaser in accordance with this Agreement, (1) Seller shall be credited for sums prepaid by Seller under the Property Contracts, (2) Purchaser shall be credited for any amounts under the Property Contracts which as may of Closing are due or accrued and relate to the period prior to Closing and (3) Purchaser and Seller shall prorate any amounts prepaid by the counterparty to any Property Contract (including, without limitation, prepaid bonuses or decorating allowances paid to Seller with respect to laundry or other similar ancillary agreements) over the term of the Property Contract. (iv) Seller shall perform, or cause to be reasonably requested performed, an accounting of cash on hand at the Property (i.e., in-house banks and ▇▇▇▇▇ cash, including till money, and, to the extent same are the property of Seller, vending machines and pay telephones) in order the presence of a representative of Purchaser and Purchaser shall retain such amounts and Seller shall be credited with a like amount at Closing. (v) All tour and travel agent commissions paid prior to confirm Closing by Seller in respect of Bookings relating to a period after the Closing shall be credited to Seller at Closing. All advance deposits received by Seller prior to Closing in respect of Bookings relating to a period after the Closing shall be credited to Purchaser at Closing. Purchaser shall have no obligation to honor any reward stays occurring after Closing and accordingly Purchaser shall receive no credit for any such reward stay it elects to honor after Closing. (vi) All accrued compensation (including without limitation, accrued severance and vacation benefits and any other benefits) payable to Transferred Employees and Bargaining Unit Employees (including, without limitation, compensation and benefits provided for under the Union Contract with respect to employees covered by the Union Contract) and any applicable employment and withholding taxes of such employees, attributable to the period prior to Closing, shall be credited to Purchaser. (vii) To the extent that with respect to electricity, telephone, television, gas, water and sewer services which are metered and other utilities, Seller shall use reasonable efforts to have the respective companies providing such utilities read the meters on or immediately prior to the Cut-Off Time. Seller shall be responsible for all adjustment charges based on such final meter readings and proration calculations made pursuant to this Section 1.06Purchaser shall be responsible for all charges thereafter. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses meters are not read and final bills rendered as of the Cut-Off Time, such charges with respect to the Property shall be prorated effective as of the Cut-Off Time utilizing an estimate of such charges reasonably approved by both Purchaser and Seller based on prior utility bills, unless Seller elects to close its own applicable account as of the Cut-Off Time, in which event Purchaser shall open its own account as of the Closing Date and the respective charges shall not be prorated, and, if Seller does not close its own applicable account, any deposits or credits with respect to the foregoing services will be credited to Seller if Purchaser receives full credit therefor from the utility. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual rate for the billing period in which the date of Closing falls, and Seller, or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (viii) Seller shall be responsible for all condominium charges, including without limitation Common Charges and Special Assessments, if any (as such terms are defined in the Condominium Documents) and such other charges as may be due under the Condominium Documents (collectively, the “Condominium Charges”), in respect of the Essex House Condominium that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such Condominium Charges allocable to any period from and after the Closing Date. If any such Condominium Charges relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date any remaining installments with respect to such Condominium Charges that are allocable to any period prior to the Closing Date and same shall be adjusted between Seller and Purchaser as of the Cut-Off Time. Seller and Purchaser agree that to the extent the actual Condominium Charges differ from the amount so apportioned at Closing, the parties hereto will within thirty (30) days after receipt of a request from Purchaser or Seller, as applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. (ix) As of the date hereof the balance of the FF&E reserve held for Seller’s benefit for the Hotel-Related Units is $7,065,390.25 (the “FF&E Balance”). At Closing, Purchaser shall receive a credit in an amount equal to the FF&E Balance on the date hereof. Notwithstanding the foregoing, between the date hereof through and including the Closing Date, Seller may use any portion of the FF&E Balance or increase the FF&E Balance; provided, however, (x) no increase in the FF&E Balance over the FF&E Balance on the date hereof shall be credited to Purchaser at Closing and (y) no reduction in the FF&E Balance below the FF&E Balance on the date hereof shall result in a credit to Purchaser at Closing of less than the FF&E Balance on the date hereof. Representatives of Seller and Purchaser shall make such inventories, examinations and audits of Seller, and of the books and records of Seller, as may be necessary to make the adjustments and prorations required under this Agreement. Prior to Closing, representatives of Purchaser and Seller shall jointly prepare a statement (the “Preliminary Closing Statement”) based upon such preliminary inventories, audits and examinations which will show the net amount due to Seller or Purchaser as the result thereof, and that net amount will be added to, or deducted from, the Purchase Price. Within ninety (90) days following the Closing, representatives of Purchaser and Seller shall prepare a revised statement (the “Final Closing Statement”, and together with the Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of all items to be included in the Closing Statements, and any necessary payment shall be made within thirty (30) days after completion of such Final Closing Statement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. The provisions of this Section 8.4 shall survive the Closing for a period of twelve (12) months and shall not be deemed merged into any instrument of conveyance delivered at the Closing. Purchaser and Seller acknowledge and agree that, except as otherwise expressly provided herein, the purpose and intent of the provisions set forth in this Section 8.4 and elsewhere in this Agreement as to prorations and apportionments is that Seller shall bear all expenses of the ownership and operation of the Property (for which buyers and sellers of hotels in The City of New York would customarily prorate or apportion) and shall receive all income therefrom accruing through the Cut-Off Time and Purchaser shall bear all such expenses and receive all income accruing thereafter. Any revenues and/or expenses affecting the Property that are not otherwise specifically addressed in Section 8.4(b) shall be apportioned consistently with the foregoing provisions. Purchaser and Seller further acknowledge and agree that the apportionments as to the Hotel-Related Units in this Section 8.4(b) shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Prorations. Prior to the Closing, Seller shall determine the amounts of the prorations in accordance with this Agreement and notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. The prorations shall be calculated as of 11:59 p.m. on the day immediately preceding the Closing Date. Thereafter, Purchaser and Seller shall each inform Title Company of such amounts. The following items relating to the Assets and the ownership and operation of the Generating Assets will shall be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date prorated as of the Closing Date and Purchaser liable for such items shall be deducted from or added to the extent they are allocable to periods beginning with and subsequent to Purchase Price, as appropriate, payable at the Closing: (a) Non-delinquent general real estate taxes for the Property Taxes shall be prorated based on or with respect to 110% of the Assets. most recent tax ▇▇▇▇(bs) Rents, additional rents, Taxes, to for the extent normally adjusted in connection with similar transactions, and other items payable by Seller under Property. As the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the partiesPurchaser is a municipal corporation, the net amount of all such prorations property will be settled and paid as of date of the tax exempt post-Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each cooperate on obtaining said exemption. Seller reserves the right to appeal the taxes for the year of Closing and prior years and obtain any reductions, certificates of error, objections or other with such documents refunds. Seller and other records as may be reasonably requested in order Purchaser agree to confirm all adjustment re-prorate the taxes for the year of Closing. (b) All operating expenses of the Property which pertain to a period both prior to and proration calculations made pursuant after the Closing Date, including, without limitation, utility charges (including, without limitation, water and sewer charges) based on the last ascertainable bills (if current bills are not available) if and to this Section 1.06. To the extent required that final meter readings cannot be made and separate bills issued to Seller and Purchaser by any approval of the transfer of the FERC project licenses related utility suppliers prior to the Hydro UnitsClosing Date; provided, however, that Seller agrees and Purchaser hereby agree to pay all annual charges accrued under cooperate to seek to have such licenses final meter readings made prior to Closing and the account party changed to Purchaser effective as of the ClosingClosing Date.

Prorations. The following items relating (a) Subject to the Assets provisions of Exhibit E hereto the following shall be apportioned with respect to the Property: (i) real property taxes affecting the Realty and personal property taxes affecting the ownership and operation of the Generating Assets will be allocated pro rata per diem Personalty for the tax year that includes then current year, as of the date of Closing, any apportionment of such taxes with respect to a tax year for which either the tax rate or assessed valuation or both have not yet been fixed to be made upon the basis of the tax rate and/or assessed valuation last fixed; provided that Seller liable for such items and Purchaser agree that to the extent they are allocable to the period prior to actual taxes for the date of current year differ from the Closing amount so apportioned at Closing, Seller and Purchaser liable for will make all necessary adjustments by appropriate payments between themselves following Closing, such items obligation to the extent they are allocable to periods beginning with and subsequent to the survive Closing:; (aii) Property Taxes on or with respect to current expenses under the AssetsOperating Agreements; and (iii) gas, electricity, water, trash disposal and other utility charges. (b) RentsIn making such apportionments, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, Purchaser shall be responsible for real property taxes and other items payable by Seller under expenses accrued or incurred from and after the Real Property Leases date of Closing. All such apportionments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the Business Contracts. (c) The party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of rentssuch overpayment within thirty (30) days after receiving written demand therefor; provided that the party hereto receiving such notice has received sufficient evidence to verify the amount of such overpayment. In the event such party has not received sufficient evidence to verify the amount of overpayment, Taxes such party shall be afforded additional time to verify and/or dispute the amount of overpayment, but in no event longer than thirty (30) days after the notice. Notwithstanding the foregoing, such apportionments shall be deemed final and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property not 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 further post-Closing adjustments if no such adjustments have been requested after a period of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that Closing Date. All other matters with respect to apportionments shall be governed by the actual amounts become availableClosing Memorandum. Seller and Purchaser 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 The provisions of this Section 1.06. To 4.4(b) shall survive Closing. (c) Governmental assessments against the extent required Realty shall not be prorated, but such assessments shall be paid in full by any approval of the transfer of the FERC project licenses related Seller at or prior to the Hydro UnitsClosing Date if the work for which assessment was made has been fully performed, Seller agrees to pay all annual charges accrued under or assumed and paid by Purchaser if such licenses as of work has not been fully performed by the ClosingClosing Date.

Prorations. The following items relating to the Assets and the ownership and operation 12.1. Rents (exclusive of the Generating Assets delinquent rents, but including prepaid rents); refundable security deposits (which will be allocated pro rata per diem assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for the tax year that includes the date of Closingall tenants' liability, with Seller liable if any, for such items to items); operating expenses which are reimbursable by the extent they are allocable to tenants for the period prior to the date Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If the amount of current real estate or personal property taxes is not then ascertainable, the adjustment thereof shall be on the basis of 105% of the most recent ascertainable tax bill(s). All prorations will be ▇▇▇al except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All rents collected by Purchaser shall first be applied to current rent due from the applicable tenant and then to any rent in arrears for said tenant at Closing ("Delinquent Rent"). Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Delinquent Rents hereunder to Seller. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Delinquent Rents reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Delinquent Rents and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following items (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the Assets period up to and including the ownership Closing Time, and operation Purchaser will be charged and credited for all of the Generating Assets Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be allocated pro rata per diem for made at Closing on the tax year that includes basis of the date best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of Closingthe actual figures, with and a final cash settlement will be made between Seller liable for such items and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same at Closing: (x) $1,452,200.00 for the Champions Village Real Property and the Champions Village Improvements and (y) $178,200.00 for the Oak Park Real Property and the Oak Park Improvements. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they are allocable were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of three (3) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to incur legal fees or other out-of-pocket expenses, conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Purchaser shall have the exclusive right to collect Delinquent Rentals from current Tenants of the Property and Seller hereby relinquishes its rights to pursue claims against any Tenant or guarantor under any Tenant Leases for same. Nothing herein shall prohibit Seller from pursuing Delinquent Rentals from former tenants of the Property. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the date of Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and Purchaser liable tenant specific ▇▇▇▇▇▇▇▇ for such items tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the extent they are allocable contrary) will be applied first to periods beginning with and subsequent amounts currently owed by such Tenant to Purchaser (including 34 Delinquent Rentals attributable to the Closing: (a) Property Taxes on or with respect period after the Closing Time), then any collection costs of Purchaser related to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactionssuch Tenant, and other items payable then to prior delinquencies owed by Tenant to Seller. Seller shall not be entitled to institute legal actions to pursue Delinquent Rental after Closing. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations due Purchaser will be settled and paid as of date of the Closing. At least ninety (90) days prior promptly remitted to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of the Property shall be apportioned equitably between the parties as of Closing on the basis of the actual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the Assets extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or lease entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the ownership Property, and Purchaser shall transfer all such utility services to its name and account immediately upon Closing; (vi) Service Contracts on the basis of the charge or premium for the period involved; (vii) Tenant improvements costs and leasing commis sions for leases signed after the June 2, 1997 shall be paid by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the management and operation of the Generating Assets will Property. No insurance policies shall be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactionsassigned hereunder, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes accordingly there shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request no proration of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closinginsurance premiums.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and other records personal property taxes and assessments for the year in which Closing occurs, utility bills (except as may hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be reasonably requested charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in order a net credit to confirm all adjustment Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and proration calculations a final cash settlement will be made pursuant between Seller and Purchaser. No prorations will be made in relation to this Section 1.06. To insurance premiums (except to the extent required covered by any approval the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the FERC project licenses related Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Hydro UnitsFinal Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller agrees and Purchaser hereby agree to pay all annual charges accrued under such licenses as use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same at Closing: $110,000.00.

Prorations. The following items relating (a) Real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents assumed by Buyer in accordance with the terms and conditions of Section 7.2; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the maintenance of the Property (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the Assets income and responsible for the ownership and operation expenses of the Generating Assets will day of Closing), on the basis of a 365-day year. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property if the utility companies agree, in writing, that such deposits shall be allocated pro rata transferred to Buyer for its account. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. To the extent Seller does not receive a credit for a deposit, Seller hereby retains the rights to such deposit and to pursue such amounts. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date, 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 diem for annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Seller retains the right to pursue and control any pending tax appeals applicable to periods prior to the tax year that includes of the date of Closing, and Buyer shall cooperate with Seller liable for with respect to such items appeals at no material cost or expense to the extent they are allocable Buyer. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the date account of Seller. To the extent Buyer receives any such refund, Buyer shall remit such refund to Seller within five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall prorate all costs incurred and recovered in connection therewith based on the portion of the Closing and Purchaser liable for such items to the extent they are proceeds of any tax appeal recovery allocable to periods beginning with and subsequent to each party’s respective period of ownership of the Closing: (a) Property Taxes on or with respect to the AssetsProperty. (b) RentsExcept as provided in Article IV, additional rentsSection 6.2 and Section 9.5 of this Agreement, Taxes(i) Buyer shall be responsible for all survey costs, the cost of any ALTA policy, title endorsements and other title fees, and all escrow or closing fees, (ii) Seller will be responsible for the County documentary transfer tax, and (iii) all other costs and expenses not listed in subclauses (i) and (ii) above, shall be paid by Buyer and Seller at Closing in accordance with prevailing local custom in the city, county and state in which the Property is located. The parties will execute and deliver any required transfer or other similar tax declarations to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contractsappropriate governmental entity at Closing. (c) The amount provisions of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of 8.5 shall survive the Closing.

Prorations. The following items 6.7.1. Real property taxes, assessments, rents, security deposits, and cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and cam expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the Assets recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the ownership delinquency date shown on such tax ▇▇▇▇ Buyer and operation Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Generating Assets will Property transactions entered into prior to execution of this Agreement shall be allocated pro rata per diem paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the tax year that includes Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of Closing, with this Agreement shall be prorated between Buyer and Seller liable for such items as their respective periods of ownership bear to the extent they primary term of the new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of closing and which are allocable in any way related to the period prior Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of the Closing closing and Purchaser liable for such items to the extent they which are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses way related to the Hydro UnitsProperty, Seller agrees to pay and all annual charges accrued under such licenses as of the Closingexpenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the AssetsProperty shall be prorated between Seller and Buyer as of midnight on the night before the Closing Date. Income and expenses for the Property shall be prorated on the basis of the acutal number of days in the month in which the Closing Date occurs and on the basis of the accrual method of accounting. All such items attributable to the period through and including the Closing Date shall be credited to Seller; all such items attributable to the period following the Closing Date shall be credited to Buyer. Buyer shall be credited in escrow with (i) any portion of rental agreement or lease deposits with respect to the Property which are refundable to the tenants and (ii) rent prepaid beyond the Closing Date. Buyer shall not be entitled to any interest on rental agreement or lease deposits or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to tenants under applicable law or pursuant to the terms of the Leases. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable to Buyer in connection with the sale of the Property). (b) Rents, additional rents, Taxes, Buyer and Seller shall cooperate to produce prior to the extent normally adjusted Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in connection with similar transactionsescrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other items payable by Seller under the Real Property Leases and the Business Contractsparty. (c) The amount of Buyer shall, consistent with reasonable business judgment, exert its reasonable efforts to collect for Seller following the Closing Date all rental income which is delinquent on the Closing Date with respect to the Property; provided, however, that Buyer shall not be required to commence legal proceedings to collect such rents. Notwithstanding the foregoing proviso, Seller reserves the right to pursue any remedy for damages Seller may have against any tenant with respect to such delinquent rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating but Seller shall not seek to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted evict any tenant or terminate any Lease based on such default in connection with similar transactionsrental payments. Except as otherwise agreed by the parties, the net amount Any sums collected on account of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if rents after the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes Date shall be based upon the Tax rate for the preceding year successively applied to the latest assessed valuation payment of (i) rent for the Property due and such Taxes shall be reprorated upon payable in the request of Sellermonth in which the closing occurs, on (ii) rent for the one handProperty due and payable in the months succeeding the month in which the closing occurs (through and including the month in which payment is made), or Purchaser, on and (iii) rent for the other hand, made within sixty (60) days after Property due and payable in the date that months preceding the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested month in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To which the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingclosing occurs.

Prorations. The following items relating are to be apportioned as of 12:00 a.m. EDT/EST on the day of Closing. Such adjustments, if and to the Assets extent known and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date agreed upon as of Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer). Any such adjustments not determined as of Closing shall be paid in accordance with Seller liable for such items to the extent they are allocable to process described in the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the immediately preceding sentence, in cash or other immediately available funds as soon as practicable following Closing:. (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, All non-delinquent ad valorem and other items payable by Seller under non-ad valorem real property taxes and assessments for the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such dateProperty. If the Closing shall occur before a real estate Tax rate is the amounts of such taxes and assessments are fixed, the apportionment of Taxes such taxes and assessments shall be based upon the Tax rate proposed taxes for the preceding year applied 2011 promulgated by the County’s Property Appraiser’s Office using the maximum discount available or if said proposed taxes are not available, then the apportionment shall be based on the taxes and charges paid for the latest applicable period using the maximum discount available. Without limiting the generality of the foregoing, the parties acknowledge that Seller may be pursuing an appeal seeking a reduction in the real property taxes applicable to the latest assessed valuation Real Property for the year 2011 or prior years. Buyer agrees to cooperate reasonably with Seller in pursuing any such appeal both prior to and after the Closing Date. All rebates resulting from any such Taxes appeal shall be reprorated upon belong solely to Seller. Within five (5) business days after Buyer receives any such rebate, Buyer shall pay such rebate to Seller. In addition, in the event the real property taxes are prorated at Closing based on an amount which is reduced subsequent to Closing as the result of any such tax appeal, Buyer agrees to reprorate the real property taxes at the request of Seller. The Buyer’s obligations set forth in this Section 5.2(a) shall survive Closing. (b) Current accounts opened by Seller paid or payable under service or utility contracts covering the Property, including, without limitation, water, gas and electric services subject to meter readings. If there is no meter or if the bills for any of the foregoing have not been issued before the Closing Date, the charges therefore shall be adjusted on the one hand, or Purchaser, Closing Date on the basis of the charges for the most recent prior period. (c) Rents collected from tenants and other handoccupants of the Real Property, including prepaid rents and other revenues collected under the Tenant Leases. Prior to Closing, Seller shall furnish to Buyer and Escrow Holder a schedule of all rents and other charges which are then payable by tenants and other occupants of the Real Property but which have not been paid to date. Buyer agrees that subsequent to the Closing Date, any rents collected shall be applied first towards any rent arrearages owing to Seller and shall be remitted to Seller within ten (10) days after receipt. The Buyer’s obligations set forth in this Section 5.2(c) shall survive Closing. (d) All security deposits collected by Seller from tenants and other occupants of the Real Property, with any and all interest accrued thereon to the extent payable to tenants, which shall be transferred to Buyer or, at Seller’s option, appropriate adjustments therefore shall be made within to the Purchase Price. Any prorations which are not expressly provided for herein shall be made in accordance with customary practice in the County. All apportionments made at the Closing pursuant to this Section 5.2 shall survive closing for a period of sixty (60) days after days. At the expiration of said period, unless either Seller or Buyer objects to an apportionment or proration, all adjustments shall be deemed final. Notwithstanding anything set forth in this Agreement to the contrary, Buyer acknowledges and agrees that Seller shall not be responsible for any costs, expenses or other amounts relating to or arising from the Property prior to the date that on which Seller acquired title to the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by Property, which shall include, without limitation, any approval of the transfer of the FERC project licenses costs or expenses related to the Hydro Unitsany code violations, Seller agrees to pay all annual open permits, delinquent utility charges accrued under such licenses as of the Closingand/or liens.

Prorations. The Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following items (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the Assets period up to and including the ownership Closing Time, and operation Purchaser will be charged and credited for all of the Generating Assets Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be allocated pro rata per diem for made -39- at Closing on the tax year that includes basis of the date best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of Closingthe actual figures, with Seller liable for such items and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent they are allocable covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the period extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the date Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the Closing and Purchaser liable proration of same at Closing: (x) $172,450.00 for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Cherokee Plaza Real Property and the real property subject to Cherokee Plaza Improvements, (y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property Leases. and the ▇▇▇▇▇ Plains Exchange Improvements, and (dz) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate $105,000.00 for the preceding year applied to ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing▇▇▇▇▇▇▇▇ Bridge Commons Improvements.

Prorations. The following items relating All rents and other income from the Property, including any initial lump sum or disproportionate payments which shall be allocable over the term of any agreement to which such payments relate, and real estate and personal property ad valorem taxes, and other operating expenses from the Assets and Property shall be prorated on the ownership and operation basis of a 365 day year through the day preceding the day of Closing. If Closing is extended by mutual agreement, all adjustments shall be made as of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period day prior to the date of extended date. Without limitation upon the Closing foregoing, the following items shall be adjusted or prorated between Contributor and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the ClosingOP as set forth below: (a) Property Taxes Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; OP shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but OP shall not be required to litigate or declare a default in any Tenant Lease). To the extent OP receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to OP in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Contributor's share thereof being promptly delivered to Contributor. OP may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Contributor is entitled to receive its share of charges or amounts without first obtaining Contributor's written consent. Contributor hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Contributor. OP shall reasonably cooperate with Contributor in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the AssetsProperty as of the Closing Date, Contributor shall retain all rights relating thereto. (b) RentsReal estate and personal property taxes and any special assessments, additional rentstaking into consideration discounts for the earliest permitted payment, Taxes, based upon the latest previous tax levies. Such items shall be reapportioned between Contributor and OP if current tax rates differ from the latest previous tax rates as soon as the same are known. Contributor agrees that to the extent normally adjusted any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Contributor or the OP at any time subsequent to Closing but with reference to any period prior thereto during Contributor's ownership thereof, Contributor shall promptly pay to OP an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Contributor's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Contributor) shall be promptly paid over to Contributor. In the event that any assessments on the Property are payable in connection installments, then the installment for the current period shall be prorated (with similar transactions, and other items payable by Seller under OP assuming the Real obligation to pay any installment due after the Closing Date). In no event shall Contributor be charged with or be responsible for any increase in the taxes on the Property Leases and resulting from the Business Contractssale of the Property or from any improvements made or lease entered into on or after the Closing Date. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating Interest with respect to all indebtedness or liabilities which will be a credit to the Real Consideration to be paid by OP for the contribution of the Property and the real property subject to the Real Property Leases.by Contributor; (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the partiesTransferable annual permits, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closinglicenses, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as and/or inspection fees, if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Sellerany, on the one handbasis of the duration of the same; (e) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or Purchaserassigned) to OP; (f) Utility charges levied against Contributor or the Property, and OP shall transfer all such utility services to its name and account immediately upon Closing; (g) Service Contracts on the other hand, made within sixty basis of the charge or premium for the period involved; (60h) days Tenant improvements costs and leasing commissions for leases signed after the date that Effective Date shall be paid by OP if approved by OP in accordance with Section 4.3. (i) All other operating expenses incurred in the actual amounts become availablemanagement and operation of the Property. Seller No insurance policies shall be assigned hereunder, and Purchaser agree accordingly there shall be no proration of insurance premiums. Notwithstanding anything to furnish each other with such documents and other records as may be reasonably requested the contrary contained in order to confirm all adjustment and proration calculations made pursuant to this Agreement, the provisions of this Section 1.066.2 shall survive Closing. To Any prorations of any kind described in this Agreement payable by Contributor to OP shall be treated as a reduction in the extent required by any approval amount of the transfer Distribution Loan Proceeds that are distributed to Contributor under Section 1.2(d). Any such prorations payable by OP to Contributor shall be funded by an increase in the amount of the FERC project licenses related Distribution Loan and the proceeds thereof that are distributed to the Hydro Units, Seller agrees to pay all annual charges accrued Contributor under such licenses as Section 1.2(d) of the Closingthis Agreement.

Prorations. The following (a) Real estate and personal property taxes, costs and revenues (including rents), monthly assessments by the Association, and all other proratable items relating to the Assets and the ownership and operation shall be prorated as of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with . Seller liable for such items to the extent they are allocable to the period shall pay all applicable sales and/or use tax due on revenues received and purchases made prior to the Closing date and shall comply with all statutory provisions necessary for Purchaser to avoid transferee liability for same. In the event the taxes for the year of Closing are unknown, the tax proration will be based upon the taxes for the prior year and, at the request of either party, the taxes for the year of Closing shall be reprorated and Purchaser liable adjusted when the tax ▇▇▇▇ for such items to year is received and the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assetsactual amount of taxes is known. (b) RentsPurchaser will receive a credit at Closing for the prorated amount of all base or fixed rent payable pursuant to the Leases and all additional rents (collectively, additional rents“Rent”) previously paid to, Taxesor collected by, Seller and attributable to any period following the Closing Date. Rents are “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the Closing Date. Delinquent Rent shall not be prorated at Closing. All Rent collected by Purchaser or Seller from each tenant under the Leases from and after Closing will be applied as follows: (i) first, to Delinquent Rent owed for the extent normally adjusted month in connection with similar transactionswhich the Closing Date occurs, (ii) second, to any accrued Rents owing to Purchaser after Closing, and other items payable (iii) third, to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Purchaser and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Purchaser shall be promptly remitted to Purchaser. Purchaser is not required to make efforts to collect Delinquent Rents owed to Seller and Purchaser shall not be required to bring suit to collect same. Notwithstanding anything to the contrary contained herein, Seller shall not be prohibited or restricted from pursuing any tenant under the Real Leases for any Delinquent Rents due Seller for any period attributable to Seller’s ownership of the Property; provided that Seller shall wait for a period of not less than thirty (30) days following Closing before the initiation of a legal action for collection of Delinquent Rents against a prior tenant of Seller; and Seller’s right to proceed against a former tenant shall be limited to an action for Delinquent Rents and shall not seek to evict any tenant of the Property Leases and the Business Contractsor to recover possession of an tenant’s space. (c) The amount of rents, Taxes and charges for sewer, waterWith respect to electricity, telephone, electricity television, water and sewer services that are metered at the Property and other utilities relating (collectively, “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Real Property Closing Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be prorated as of the real property subject Closing Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted and reprorated to reflect the actual per diem rate for the billing period prior to Closing and Seller or Purchaser, as the case may be, shall promptly deliver to the Real Property Leasesother the amount determined to be due upon such adjustment. (d) All Association charges attributable to the Units shall be current as of the Closing Date. However, any special assessments, capital or other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed contributions imposed by the partiesAssociation, including without limitation the January 16, 2014 special assessment for repair work to the Condominium building and past capital expenses of the Association with respect to common areas, the net amount baywall, and seawall, and any other special assessment imposed by the Association prior to the Closing Date, shall be paid by Seller in full at or prior to Closing (irrespective of all whether Seller previously elected to pay such prorations will assessments in installments). (e) All security deposits, prepaid rentals, cleaning fees and other fees and deposits, plus any interest accrued thereon, paid by the tenants under the Leases shall be settled and paid as of date of the transferred or credited to Purchaser at Closing. At least ninety The parties shall exchange figures to calculate prorations no later than three (903) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such dateDate. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment The provisions of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of 14 shall survive the Closing.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes Seller and Purchaser agree to adjust, as of 11:59 p.m. on or the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rents, in accordance with respect to the AssetsSubsection 10.4(b) below. (bii) Rents, additional Cash Security Deposits and any prepaid rents, Taxes, together with interest required to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contractsbe paid thereon. (ciii) The amount of rentsUtility charges payable by Seller, Taxes including, without limitation, electricity, water charges and charges for sewer, water, telephone, electricity and other utilities relating to sewer charges. If there are meters on 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 partiesProperty, the net amount Seller will cause readings of all such prorations will said meters to be settled and paid as of date of the Closing. At least ninety performed not more than five (905) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on such datethe most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before a real estate Tax the tax rate is fixed, the apportionment of Taxes real estate taxes shall be based upon the Tax basis of the tax rate for the preceding year applied to the latest assessed valuation and such Taxes valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be reprorated upon the request of Sellermade, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be charged and credited for the amounts of all annual charges accrued under such licenses of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser two (2) days prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers, but Seller will, if necessary, maintain such deposits until such time as Purchaser can post its own deposits (but in no event longer than thirty (30) days after Closing) so that such utility service will not be discontinued to the Property. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will 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 Tenant's share of building operation and maintenance costs and expenses as provided for under the 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 Tenant under the Lease or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by Tenant. All sums collected by Purchaser from and after Closing from Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current amounts owed by such Tenant to Purchaser and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. The following items relating 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 6%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items) and taking into account the full discount available for payment of real estate taxes which remain unpaid; 100% of operating expenses which are reimbursable by Eckards, Publix, Beall's Outlet, Fashion Bug, Cli▇▇'▇ ▇▇lliards, Kimsworth Inc. and Ross Dress for Less and 75% of t▇▇ ▇perating expenses which are reimbursable by the balance of the tenants for the period prior to the Assets Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basis rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and, if the additional Post-Closing Receipts equal an amount greater than $5,000, the cost of performing Seller's audit. Seller retains the right to bring suit for collection of delinquent rent against any tenant owing more than $5,000 of delinquent rent to Seller. Paragraph 12.2 of this Agreement shall survive the Closing and the ownership delivery and operation recording of the Generating Assets will deed. 12.3. Percentage rent payable under the leases shall be allocated pro rata per diem for prorated as of the tax year that includes the date of Closing, with Seller liable for such items Closing Date as follows: 12.3.1. Any percentage rent attributable to a specified period ("Percentage Rent Period") ending prior to the extent they are allocable Closing Date shall be promptly paid over to the Seller if and when collected. Seller shall be entitled to all percentage rent attributable to the period prior to the date Closing Date for any Percentage Rent Period ending prior to Closing Date. 12.3.2. Percentage rent payable with respect to a Percentage Rent Period a portion of which occurs prior to the Closing Date and Purchaser liable for such items to the extent they are allocable to periods beginning with and a portion of which occurs subsequent to the Closing: (a) Property Taxes Closing Date shall be apportioned between Purchaser and Seller on or with respect the basis of their respective period of ownership during the applicable Percentage Rent Period. Seller shall be entitled to percentage rent determined by multiplying the total percentage rent for such Percentage Rent Period by a fraction, the numerator of which shall be the total number of days in such Percentage Rent Period prior to the Assets. (b) Rents, additional rents, Taxes, Closing Date and the denominator of which shall be the total number of days in the Percentage Rent Period. Purchaser shall be entitled to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) remainder of such percentage rent. The amount of rents, Taxes such percentage rent allocated to Seller shall be adjusted by the parties and charges for sewer, water, telephone, electricity and other utilities relating paid by Purchaser or Seller 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 other, as otherwise agreed by the partiesappropriate, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if on the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be Date based upon the Tax rate most recently ascertainable financial data for calendar year 1996 and for calendar year 1997 (with percentage rent for calendar year 1997 being based on 75% of the preceding percentage rent payable in calendar year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the 1996 with no other hand, made within sixty (60) days after the date that the actual amounts become availablereproration). Seller and Purchaser agree to furnish each other with such documents and other records shall have similar audit rights as may be reasonably requested contained in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingParagraph 12.2 above.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, if any; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and installments of special assessments which are due in the year in which the Closing Date occurs; and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due in years subsequent to the Assets and year in which the ownership and operation Closing Date occurs shall be paid by Purchaser. If the amount of any of the Generating Assets items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 12.2 below. Refundable security deposits will be assigned to and assumed by Purchaser and credited to Purchaser at Closing. 12.2. All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for the tax year that includes the date of Closing, with Seller liable basic rent for such items to the extent they are allocable to the any period prior to and including the date Closing Date, after the payment to Purchaser of all current basic rent, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) business days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use commercially reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder (but in no event will be obligated to retain legal counsel or the services of an outside collection agency or to initiate legal proceedings in furtherance thereof) and may deduct from such Post-Closing Receipts so collected its reasonable out-of-pocket costs incurred in so collecting such Post-Closing Receipts. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller and the confirmation thereof by Purchaser, Purchaser shall pay to Seller said additional Post-Closing Receipts. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingDeed.

Prorations. The following items relating 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes and assessments; accrued but unpaid interest on the outstanding indebtedness owed to the Assets Lender and other similar items shall be adjusted ratably as of 12:01 a.m. on the ownership Closing Date. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves, and operation holdbacks held by the Lender under the Loan Documents, including, without limitation, any real estate tax reserves, insurance reserves, debt service reserves, and capital replacement reserves, subject to the provisions of Paragraph 12.2 below. After the Closing, the Seller shall have no right to proceed in any manner or make any claim against Tenants occupying the Property from and after Closing for rents that were delinquent as of the Generating Assets will be allocated pro rata per diem Closing Date. Except as otherwise specified in Paragraph 12.2 below, thirty (30) days after the Closing Date, Seller and Purchaser shall make a final reconciliation of all Closing prorations. 12.2. All basic rent paid to Purchaser, its Affiliates, or their Representatives on or after the Closing Date by any Tenant of the Property who is indebted under a lease for the tax year that includes the date of Closing, with Seller liable for such items basic rent attributable to the extent they are allocable to the any period prior to the date of the Closing and Date shall, after payment therefrom to Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all current basic rent from such prorations will Tenant, be settled and deemed a "Seller Receipt" until such time as all such indebtedness is paid as of date of the Closingin full. At least ninety Within ten (9010) days prior following each receipt by Purchaser of a Seller Receipt, Purchaser shall pay such Seller Receipt to date of the ClosingSeller. Purchaser shall use all commercially reasonable efforts to collect any amounts which, upon collection, would constitute Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such dateReceipts hereunder. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) Within 120 days after the date that Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Seller Receipts through the actual amounts become availablefirst 90 days after the Closing Date. Upon the delivery of the Seller Receipts reconciliation, Purchaser shall deliver to Seller any Seller Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and Purchaser agree upon reasonable notice, of Purchaser's books and records 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 1.06. To verify the extent required by any approval accuracy of the transfer Seller Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Seller Receipts and the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as cost of performing Seller's audit. This Paragraph 12.2 shall survive the Closing.

Prorations. The following items relating Escrow Agent shall deliver a draft closing statement showing all prorations and expenses of the transaction to Seller and Purchaser at least three (3) days prior to the Assets Close of Escrow. Taxes and assessments affecting the ownership Property and operation any expenses of the Generating Assets will Property shall be allocated pro rata per diem prorated between Purchaser and Seller as of the Closing Date. All non-delinquent real estate taxes and assessments on the Property shall be prorated based on the actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the tax year that includes period prior to the date of Closing, with Seller liable for such items the parties shall make any necessary adjustment after the Closing by cash payment to the extent they are party entitled thereto so that Seller shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to the date of Closing and Purchaser shall bear all real property taxes, including all supplemental taxes, allocable to the period from and after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Purchaser liable for such items shall bear all expenses allocable to the extent they are allocable to periods beginning with period from and subsequent after the Closing (provided, however, that Purchaser shall be responsible for all pre-closing expenses related to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) Approvals). The amount provisions of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of this Article 6 shall survive the Closing, Seller will provide Purchaser with for a reasonably detailed schedule showing a calculation period of the estimated prorations as if the Closing were occurring on such dateone (1) year. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes All improvement and special liens and assessments shall be based upon the Tax rate prorated, with Seller paying all amounts due for the preceding year applied period prior to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller Closing and Purchaser agree to furnish each other with such documents paying all amounts due for the period from and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the after Closing.

Prorations. (a) The following items relating adjustments to the Assets Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis up to and the ownership and operation day immediately before the Closing Date: (i) Accrued general real estate taxes for the Property (the “Taxes”) for the year of Closing shall be prorated as of the Generating Assets will be allocated pro rata per diem Closing Date on the basis of the actual taxes for the tax year that includes year, if known, or if unknown, on the date basis of the most recent ascertainable taxes, but in either case based on the maximum allowable discount for early payment. To the extent such Taxes are due and payable after Closing, with Purchaser shall pay all such taxes when they become due and payable and, promptly thereafter, the parties shall re-prorate taxes with, if any amount is due, an appropriate payment from one party to the other on the basis of the amount of taxes then due and payable. Prior to or at Closing, Seller liable shall pay or have paid all Tax bills which are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Purchaser. Special assessments which are confirmed or become a lien prior to Closing and pending assessments for such items work substantially completed as of Closing shall be credited to Purchaser at Closing. Purchaser shall receive no credit for other pending special assessments. (ii) Jupiter Park of Commerce Association annual assessments and dues for the year of Closing (the “Association Dues”); (iii) Charges under Contacts to the extent they are allocable to assigned to, and assumed by Purchaser at Closing (the period prior to “Contract Fees”); and (iv) South Florida Water Management District General Water Use Permit No. 50-25845-W fee and Palm Beach County Wellfield Operating Permit WP-91-054 annual fee (collectively, the date “Permit Fees”). (v) The value of any fuel stored on the Premises, if any, at the price then charged by Seller’s supplier, including any taxes. (vi) water charges and sewer rents, if any, on the basis of the lien period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing and Purchaser liable for such items shall be based on the last available reading, subject to adjustment after the extent they are allocable to periods beginning with and subsequent to Closing when the Closing: (a) Property Taxes on or with respect to the Assetsnext reading is available. (b) RentsImmediately after Closing, additional rentsSeller shall make available at its offices, Taxesall records, to the extent normally adjusted in connection with similar transactionscontracts, receipts for deposits, unpaid bills, and other papers or documents which pertain to the Property together with all keys and other items, if any, used in the operation of the Property. Except as otherwise expressly set forth in this Agreement, Seller makes no representations regarding the existence or adequacy of such documents or items payable by for use in management or operation of the Property. The foregoing shall not include the separate books, records, correspondence, and other documentation of Seller under located at its offices. After the Real Closing, Seller shall have the right to inspect the books and records of the Property Leases for any purpose reasonably related to Seller's prior ownership of the Property. For purposes of all prorations provided for herein, Seller shall be responsible for all days up to and including the Business Contractsday immediately prior to the Closing Date, and Purchaser shall be responsible for all days thereafter. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the partiesexpressly provided in this Agreement (including Section 25 hereof), the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes pro-rations provided for herein shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingfinal.

Prorations. The following items relating 15.1 Water and other utility charges due for the period prior to 12:01 a.m. on the Closing Date ("Proration Date") shall be paid by Seller. Regular ad valorem real estate taxes shall be prorated as of the Proration Date. Real Estate tax prorations shall be based on the maximum discounted rate available at Closing. Prior to Closing, Purchaser and Seller shall notify all utilities providing service to the Assets and Property of the prospective change in ownership and operation that all bills for the period from and after the Proration Date shall be paid by Purchaser, with no interruption in service. All utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the Generating Assets will items to be allocated pro rata per diem prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year that includes being contested and (i) Purchaser agrees to re-prorate such amount as it relates to the date of Closing, with Seller liable real estate tax proration for such items the current tax year to the extent they such tax contest is successful. All other prorations will be final except as to rent reconciliations referred to in Paragraphs 15.2 and 15.3 below and as provided in Paragraph 15.4. 15.2 All base rent, percentage rent and other common area maintenance, tax and insurance charges actually paid by tenants under the Leases and all other items of income actually received from the operation of the Property (all such charges other than base rent, "Additional Rent") shall be prorated as of the Proration Date. Purchaser shall receive a credit at Closing for all prepaid rent. To the extent the Leases provide for the adjustment of previously paid estimates of Additional Rent on a date after the Proration Date, Seller shall be entitled to receive, or shall be responsible to pay, as the case may be, its pro rata share of any such adjusted amounts which are allocable applicable to periods ending prior to the Proration Date. Seller agrees that Seller shall promptly remit to Purchaser any rental or other payments that Seller, or any of its affiliates or agents, may receive post-Closing, except that Seller need not remit payments attributable to periods prior to the Proration Date if the tenant making such payment to Seller is current in all payments due to Purchaser for periods after the Proration Date. Purchaser shall deliver to each tenant of the Property (with a copy of each to Seller) a final reconciliation of Additional Rent due for calendar year 1996 on or before March 1, 1996. Purchaser shall use reasonable efforts (without any obligation to terminate leases or initiate lawsuits) to collect such Additional Rent from such tenants. On May 1, 1996, Purchaser shall provide Seller with a reconciliation of the amount of all Additional Rent collected from or refunded to tenants for calendar year 1996, and Purchaser and Seller shall reprorate such Additional Rent as of the Proration Date, within 10 days after Purchaser's delivery to Seller of such reconciliation. Notwithstanding anything to the contrary herein, the provisions of this Paragraph shall survive the Closing. 15.3 There shall be no credit to Seller for rent or other amounts delinquent as of the Closing Date. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the date Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser for periods on or after the Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, and without any obligation to terminate leases or initiate lawsuits, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 180 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 150 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. This Paragraph 15.3 of this Agreement shall survive the Closing and Purchaser liable the delivery and recording of the Deed. 15.4 All refunds for such items time periods prior to the Proration Date in connection with any ongoing real estate tax protests for the Property initiated by Seller prior to the Closing shall remain the property of Seller (except to the extent they required to be refunded to tenants under such tenants' leases) and are allocable not being assigned by Seller to periods beginning with and subsequent Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, Purchaser agrees to promptly remit all such sums to Seller subject to the Closing:rights, if any, of any existing tenant of the Real Property to receive any pro rata share of such refund under such tenant's lease. Purchaser agrees, at no cost, expense, liability or potential liability to Purchaser, to execute any documents reasonably requested by Seller in connection with such tax protests. 15.5 In addition to the foregoing prorations and credits, Landlord shall provide Purchaser at Closing with a credit of $139,192.75 (acalculated as follows) Property Taxes on or in connection with certain tenant improvement costs to be assumed by Purchaser with respect to the Assets. Lease with EBP Healthplans, Inc. (b"EBP") Rents, additional rents, Taxes, to and the extent normally adjusted in connection Lease with similar transactions, and other items payable Paxson Broadcasting of Orlando ("▇▇▇▇▇n"): Paxson tenant im▇▇▇▇▇▇ent allowa▇▇▇▇ assumed by Purchaser: 2nd Amendment $ 45,018.75 3rd Amendment 177,186.00 Subtotal $222,204.75 Payment made by Seller ($2,100.00) Purchaser's agreed share of Paxson improvement allowance ($80,136.00) Purchaser credit to Seller for leasing commission paid for Paxson amendment ($3▇,▇▇▇.00) Outstanding EBP tenant improvement balance under the Real Property Leases and the Business Contracts. (c) The amount of rentsAugust 2, Taxes and charges for sewer, water, telephone, electricity and other utilities relating 1994 Lease $ 34,224.00 ----------- Net closing credit to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.$139,192.75 ===========

Prorations. The (a) Seller and Purchaser agree to adjust, as of the Closing Date, the following items (collectively, the "PRORATION Items"): real estate taxes and assessments only. Seller will be charged or credited for the amounts of all of the Proration Items relating to the Assets period up to and including the ownership Closing Date, and operation Purchaser will be charged or credited for all of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable Proration Items relating to the period prior after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller using its reasonable business judgment and submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made between Seller and Purchaser in respect of Rentals, operating costs, Billable Operating Costs or insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. All adjustments other than the specified Proration Items shall be made by Seller, as landlord, and Tenant, as tenant, which adjustments shall be made in accordance with the Lease as if the Closing Date and Lease Surrender were the expiration date of the Lease. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made as of the Closing and Purchaser liable for such items to Date, in which event no proration will be made at the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or Closing with respect to utility bills, otherwise, such prorations shall be made between Seller and Tenant, as aforesaid, for the Assetsperiod up to and including the Closing Date, and between Tenant and Purchaser for the period after the Closing Date. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Purchaser will use reasonable efforts to give Seller ten (10) business days notice of the Closing Date to allow Seller adequate time to arrange for final readings and calculation of all prorations. The provisions of this Section 10.4 will survive the Closing for nine (9) months. (b) RentsPurchaser will cause to be paid or turned over to Seller, additional rentsin the form received by Purchaser, Taxesall Rentals, if any, received by Purchaser after Closing and attributable to the extent normally adjusted Tenant Lease for any period prior to the Closing Date. Purchaser will have no liability for the failure to collect any such amounts and will not be required to take any other legal action to enforce collection of any such amounts owed to Seller by the Tenant of the Property. After the Closing Date, Seller may collect Delinquent Rentals and ▇▇▇▇▇▇▇▇ described in connection with similar transactionsSection 10.4(d) below from Tenant and take other legal non-possessory action to enforce collection of any such amounts, and other items payable by provided, however, in no event will Seller under have the Real Property Leases and right to threaten termination of the Business ContractsTenant Lease or institute any eviction or ejectment proceedings. (c) The amount Seller, using its reasonable business judgment, will prepare, at least seven (7) days prior to the Closing Date, a reconciliation as of rents, Taxes the Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for Tenant's use of water & sewer, wateroperating costs and tax escalations (collectively, telephone, "BILLABLE OPERATING COSTS") comparing actual electricity and other utilities relating operating costs escalations for the year-to-date until the Closing Date with Seller's actual collections of Billable Operating Costs that have actually been charged to Tenant for the Real Property calendar year in which Closing occurs and submit such reconciliation to Tenant for its approval. All adjustments of Billable Operating Costs shall be conducted by Seller and Tenant. In no event will Purchaser be responsible for any adjustment on account of Billable Operating Costs. If more amounts have been expended for Billable Operating Costs than have been billed to and collected from Tenant for Billable Operating Costs, Seller will seek to collect such difference from Tenant at Closing. If more amounts have been collected from Tenant for Billable Operating Costs than have been expended for Billable Operating Costs, Seller will remit to Tenant at Closing such excess collected amount. Purchaser and Seller agree that such proration of Billable Operating Costs at the real property subject Closing will fully relieve Purchaser from any responsibility to Tenant or Seller for such matters. In this regard, Seller will be solely responsible for (i) seeking collection from Tenant of the Real Property Leasesamount of any Billable Operating Costs not previously collected, and (ii) where appropriate, reimbursing Tenant for amounts attributable to Billable Operating Costs as may be necessary based on annual reconciliations for Billable Operating Costs for all calendar years including the calendar year in which Closing occurs. (The provisions of this subsection do not apply to Billable Operating Costs for the calendar year preceding the calendar year in which Closing occurs, the same being governed by Section 10.4(b) above.) (d) All other With respect to specific tenant ▇▇▇▇▇▇▇▇ for work orders, special items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon performed or provided at the request of SellerTenant, on other specific services, and specific ▇▇▇▇▇▇▇▇ for Billable Operating Costs or other additional rents and amounts due which relate to the one handforegoing specific services rendered by Seller prior to the Closing Date, or Purchaser, on Seller may seek to collect same from Tenant in accordance with the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller Lease and Purchaser agree shall have no responsibility therefor. (e) Nothing contained in this Agreement shall obligate or be deemed to furnish each obligate Purchaser to pay or reimburse Seller for any Commissions, tenant improvement costs or other expenditures 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related respect to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingexisting Tenant Lease.

Prorations. The following items relating Notwithstanding anything contained in the Agreement to the Assets and contrary, Buyer shall receive a credit against the ownership and operation of the Generating Assets will be allocated pro rata per diem Purchase Price at Closing for the tax year following amounts: 9.1 the total amount of all security deposits provided for in the Leases, together with interest thereon in the amounts set forth in or as required to be accrued, as applicable, under the Leases, regardless of whether the tenants under such Leases actually paid such security deposits or interest was actually earned thereon; provided, however, that includes Buyer shall not be entitled to receive a credit against the date of ClosingPurchase Price for any security deposits that are provided for in any Lease which have not been collected by Seller but as to which Seller has provided Buyer a release from such tenant thereunder, in form and substance acceptable to Buyer, with Seller liable for respect to such items to security deposit; 9.2 any prepaid rents and/or free rental periods under the extent they are allocable Leases attributable to the period prior after the Closing, including, without limitation: (i) rent prepaid by E. ▇▇▇▇▇▇ & Associates, Inc. ("S▇▇▇▇▇") under the certain Lease dated August 4, 1997 between Center Office and S▇▇▇▇▇ for the period from the Closing Date through February 15, 1997; and (ii) rent prepaid by JPR Capital Corp. ("JPR") under that certain Lease dated December 12, 1996 between Center Office and JPR for the months of December, 1997 and December 1998; 9.3 $48,420.00 with respect to Center Retail's obligation under the date A▇▇▇▇▇ Lease to reimburse A▇▇▇▇▇ for tenant improvements currently under construction, which reimbursement has not been paid by Center Retail as of the Closing and Purchaser liable Date; 9.4 $27,702.00 with respect to Center Office's obligation under EXHIBIT D of the Dialysis Centers Lease to reimburse Dialysis Centers for such items to tenant improvements, which reimbursement has not been paid by Center Office as of the extent they are allocable to periods beginning with and subsequent to the Closing:Closing Date; (a) Property Taxes on or 9.5 $47,073.75 with respect to the Assets.Landscape Obligation; and (b) Rents, additional rents, Taxes, 9.6 $300,000.00 with respect to payment of the extent normally adjusted "Product Improvement Plan" imposed by Radisson Hotels International Inc. in connection with similar transactions, the Assignment and other items payable by Assumption of License Agreement for Radisson Suite Hotel Boca Raton. The credits for which provision is made in the foregoing SUBPARAGRAPHS 9.1 through 9.6 constitute full settlement of all obligations of Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to Buyer with respect to the Real Property and the real property subject to the Real Property Leasesmatters set forth therein. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. The following items relating Subject to the Assets and the ownership and operation terms of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closingthis Section 9.1, with Seller liable for such items to the extent they are allocable to the period at or prior to the Closing, the parties shall prorate, as of 11:59 p.m. on the date of immediately preceding the Closing Date (the “Prorations Time”), all income and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or expenses with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and payable to or by the LLC, including, without limitation: (i) all real property subject to taxes on the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date basis of the Closing. At least ninety fiscal period for which assessed (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax the tax rate is fixed, the apportionment of Taxes taxes shall be based upon on the Tax tax rate for the preceding year period applied to the latest assessed valuation valuation); (ii) rents and such Taxes other tenant payments and tenant reimbursement, if any, received under the Leases; (iii) charges for water, sewer, electricity, gas, fuel, steam, vault taxes and other utility charges (other than those charges required to be paid directly to the utility company by Tenant) all of which shall be reprorated upon read promptly before the request Closing; (iv) periodic fees for licenses, permits or 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 b▇▇▇ 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 one handProration 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 Purchaser, on the other hand, made within sixty (60) days adjusted hereunder for periods after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingProrations Time.

Prorations. The following 6.7.1. Real property taxes, assessments, rents, security deposits expenses and other prorateable items shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the Assets recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the ownership delinquency date shown on such tax ▇▇▇▇ Buyer and operation Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. Any reserves maintained by Seller with the Generating Assets will Lender in connection with the Loan that have not been and are not subject to being called upon by the Lender either shall be allocated pro rata per diem refunded to the Seller by the Lender or credited to the Seller at the Closing. 6.7.2. All leasing commissions owing and tenant improvements to be made with respect to the Property in connection with transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against all leasing commission claims brought against Buyer or the Property arising therefrom. If any of such tenant improvements have not been completed prior to close of Escrow, Seller shall credit Buyer at the Closing with the reasonable estimated cost of completing such tenant improvements. All leasing commissions for the tax year that includes new Leases and for Lease renewals and expansion options executed after the date of Closing, with this Agreement shall be prorated between Buyer and Seller liable for such items as their respective periods of ownership bear to the extent they primary term of the new Lease, renewal or expansion. 6.7.3. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all liabilities, damages, losses claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of Closing and which are allocable in any way related to the period prior Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all liabilities, damages, losses, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of the Closing and Purchaser liable for such items to the extent they which are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses way related to the Hydro UnitsProperty, Seller agrees to pay and all annual charges accrued under such licenses as of the Closingexpenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. The following items relating to the Assets Assets, the ownership of the PGE Colstrip Interests, and the ownership and operation of the Generating Assets 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 Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the date of the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of on the date of the Closing. At least ninety (90) days prior to date of the ClosingClosing Date, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rental, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. The following items relating amount of any cash Security Deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits), and any Security Deposits in the form of letters of credit (collectively, the “Letters of Credit”) shall be transferred to Purchaser as set forth below. Within three (3) Business Days after the Closing Date, Seller shall (1) deliver to the Assets and the ownership and operation issuers of the Generating Assets will be allocated pro rata per diem Letters of Credit the required transfer documents in order for the tax year issuers to process a change in the beneficiary and pay (or cause the Tenant to pay) any required transfer fee, with copies provided to Purchaser, or (2) if a Letter of Credit is not transferrable by its terms, insert in the Tenant Notice Letter to the respective Tenant demanding such Tenant to either deliver a replacement cash or letter of credit security deposit to Purchaser for the requisite security deposit pursuant to the terms and conditions of the applicable Lease, and Seller shall return such Letter of Credit to the issuer at such time Purchaser confirms to Seller that includes such replacement cash or letter of credit security deposit was delivered to Purchaser. To the date extent a required transfer fee for which a Tenant is responsible under its Lease is paid by Seller, Purchaser shall ▇▇▇▇ the Tenant and use commercially reasonable efforts to seek to collect such amounts on behalf of Seller after Closing; it being understood and agreed that Purchaser shall have no obligation to commence any legal action against any Tenant. To the extent that any Letter of Credit is not transferred to Purchaser at Closing, or the documents delivered to effect such transfer are not accepted by the issuer thereof, Seller shall, at Purchaser’s request and with Purchaser’s cooperation, reasonably cooperate with Purchaser as Purchaser shall reasonably request to effect such transfer. For any Letter of Credit to be transferred after Closing, until such transfer is effected: (A) at Purchaser’s instruction upon a Tenant default, Seller liable will draw upon the Letter of Credit and pay the proceeds to Purchaser; and (B) under no circumstances will Seller draw upon the Letter of Credit without written authorization from Purchaser. Seller agrees that after the expiration of the Evaluation Period it will not pursue any eviction action or initiate any litigation against any Tenants or apply or draw on any Security Deposits of any Tenants against the payment of rent or other default of a Tenant; provided that Seller shall give prompt notice to Purchaser for any such items to the extent they are allocable to the period application or draw of Security Deposits prior to the date expiration of the Closing Evaluation Period. Seller’s and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Purchaser’s obligations under this Section 10.4(a)(ii) shall survive Closing: (a) Property Taxes on or with respect to the Assets. (biii) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business ContractsReserved. (civ) The amount of rentsUtility charges payable by Seller, Taxes including, without limitation, electricity, water charges and charges for sewer, water, telephone, electricity and other utilities relating to sewer charges. If there are meters on 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 partiesProperty, the net amount Seller will cause readings of all such prorations will said meters to be settled and paid as of date of the Closing. At least ninety performed not more than five (905) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the ClosingClosing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will provide be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with a reasonably detailed schedule showing a calculation of the estimated prorations as if utility providers. (v) Real estate taxes and assessments due and payable for the Closing were occurring on such datecalendar year. If the Closing Date shall occur before a real estate Tax the tax rate is fixed, the apportionment of Taxes real estate taxes and assessments shall be based upon the Tax basis of the tax rate for the preceding year applied to the latest assessed valuation valuation. If, subsequent to the Closing Date, real estate taxes and such Taxes assessments (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property and/or Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be reprorated upon the request of Sellermade, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Real Property and/or Improvements results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year, but only after giving effect to any tax exemption that may otherwise be available to Purchaser post-Closing. For example, if the Purchaser is totally exempt from the payment of real estate taxes post-Closing, then Purchaser would not share in any portion of the refund or credit. If, however, the Purchaser is only partially exempt, then the apportionment shall be based on each party’s respective percentage of the total real estate tax obligations of the Property for such tax year. The expenses of any tax appeals for the period in which the Closing occurs shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (vii) Rents and other charges payable under the Ground Lease. (viii) Common charges, assessments, and other charges and expenses with respect to the Condominium due and payable pursuant to the Condominium Documents for the month in which the Closing occurs. (ix) Charges, assessments and fees due and payable, if any, pursuant to the applicable Association Documents for the month in which the Closing occurs. (x) Amounts payable under the Service Contracts. For avoidance of doubt, Purchaser shall be responsible for amounts payable during any post-Closing “tail period” under any Service Contracts which are being terminated by a Service Contract Termination Notice. (xi) If at the time of Closing, the Real Property is affected by an assessment or assessments that are or may become payable in installments, the assessments payable on the date of or after Closing shall be payable by Purchaser, and the assessments payable prior to Closing shall be paid by Seller at or prior to Closing and any such payments by Seller or Purchaser shall be apportioned at Closing based on the customary rules and protocols of the location of each Property. (xii) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated in accordance with the customary rules and protocols of the location of each Property. Seller will be charged and credited for the amounts of all annual charges accrued under such licenses of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser and Escrow Agent for review prior to the Closing Date (the “Preliminary Closing Statement”). The Preliminary Closing Statement, once finalized, shall be signed by Purchaser, Seller and Escrow Agent, and shall be the “Closing Statement” for the transaction. The Closing Statement may be delivered electronically. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months; provided, however, that the provisions of Section 10.4(a)(v) shall survive until the date that is thirty (30) days following Purchaser’s receipt of the final tax ▇▇▇▇ or the resolution of any tax appeal, whichever is later, with respect to each Property. (b) Purchaser will 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 Purchaser shall apply such Rental as set forth below. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures during the first twelve (12) full calendar months after Closing with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. All sums collected by Purchaser from and after Closing from Seller and/or each Tenant in respect of Delinquent Rental, Operating Expenses, or tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the request of a Tenant or other specific services, will be applied (i) first, to amounts which are then due and payable in connection with the month in which the Closing occurred, (ii) second, to amounts which are then due and payable in connection with the month or months following Closing, and (iii) third, to amounts which are then due and payable in connection with the month or months preceding Closing. Any sums due Seller will be promptly remitted to Seller. Seller reserves the right to ▇▇▇▇ and collect from Tenants any Delinquent Rental for periods prior to Closing, but may not pursue any eviction actions or initiate any litigation in pursuit of such Delinquent Rents. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months, except that the preceding sentence of this Section 10.4(b) shall survive Closing without such 12-month limitation.

Prorations. The following items relating shall be prorated between Seller and Purchaser as of midnight of the day immediately preceding the Closing Date (as defined below) (with Purchaser being charged or credited for the Closing Date, as applicable): (i) Seller shall be responsible for the payment of all general real estate, personal property and ad valorem taxes due and payable prior to Closing. general real estate, personal property and ad valorem taxes shall be prorated as of the Closing Date on an accrual basis such that Seller shall pay for all such taxes that become due and payable prior to the Assets Closing Date, and the ownership and operation shall provide a credit to Purchaser (based on One Hundred Five percent (105%) of the Generating Assets will be allocated pro rata per diem total of the taxes calculated using the most recent available assessed value, tax rate and equalization factor) for the tax year all such taxes that includes the date of Closing, with Seller liable for such items to the extent they are allocable attributable to the period prior to the date Closing Date but which are not yet due or payable, and Purchaser shall pay all such taxes that become due and payable from and after the Closing Date. Tax prorations shall be final as of Closing. (ii) All charges for gas, electricity, sewer, trash, telephone, water and other utilities serving the Property shall be read and terminated as of midnight of the day prior to Closing whereupon Seller shall be responsible for and shall pay for all such charges first accruing or relating to the period prior to the Closing Date. (iii) Both paid and unpaid charges under the Surviving Service Contracts (if any), including any one-time or bonus payments under any cable or telecommunications contracts. (iv) Unless expressly provided otherwise herein, such other items that are customary prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of midnight of the day immediately preceding the Closing. (v) All amounts payable, owing or incurred in connection with the Property shall be prorated as of the Closing Date. All sums due for such accounts payable which are attributable to the period prior to the Closing Date will be paid by Seller, or if Seller has not received the bill or invoice therefor, or has received but not paid such bill or invoice, prior to the Closing Date, at Purchaser’s election, Purchaser will either (i) furnish to Seller such bills or invoices received after the Closing Date for payment by Seller (and Seller shall pay all other such bills or invoices received but not paid prior to Closing) and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or will have no further obligation with respect thereto, or (ii) pay such bill or invoice on behalf of Seller and be entitled to the Assetsreimbursement thereof by Seller on demand. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (dvi) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except prorations shall be final, except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested expressly provided in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing10(a) above.

Prorations. The following items relating to shall be prorated as of the Assets Closing Date and the ownership Purchase Price shall be adjusted accordingly at Closing: (a) rents and operation any other amounts actually collected from tenants and other persons using or occupying the Properties as of the Generating Assets will Closing Date; (b) sewer charges, utility charges (utility charges shall be allocated pro rata per diem prorated based on the last reading of meters prior to Closing performed at Seller’s request, if possible) and normally prorated operating expenses actually billed or paid as of the Closing Date; and (c) amounts owed by Seller or paid under the Service Contracts as of the Closing Date. Purchaser shall at all times after Closing use commercially reasonable efforts (not to include commencing any eviction action or other litigation to collect such delinquency) to collect all rent or other amounts owed for the tax year that includes the date of period prior to Closing, with and Seller liable shall retain the right for up to ninety (90) days after Closing to pursue all PFS:009462.0002.2820427.11 remedies (not to include commencing any eviction action or other litigation to collect such items delinquency, or terminating any lease) against tenants under Leases to collect such rents and other amounts due to Seller. All rent received by Purchaser or Seller after the Closing Date shall be applied first to current rentals, then to delinquent rents accruing in the month of Closing and then, to the extent they are allocable the applicable tenant identifies such rent as attributable to the period prior to the date of Closing, to delinquent rentals accruing prior to the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) Date. The amount agreements of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested set forth in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of 8(a) shall survive the Closing.

Prorations. The following 6.6.1 Except as provided in this Section 6.6.1, real property taxes and assessments, personal property taxes (if any), rent (which term, as used in this Agreement, includes, without limitation, operating expenses and common area maintenance charges, insurance, utilities, real estate tax and other assessment reimbursements, and parking fees) for the month in which Closing occurs and any rent prepaid under any Lease, and all other items relating of income and expense with respect to the Assets Property, shall be prorated between Seller and Buyer through the Closing Date, based upon a rent roll delivered by Seller to Buyer and the ownership and operation Title Company prior to the Closing Date. In the event Buyer has the right to be reimbursed by the tenants of the Generating Assets will Property for real property taxes or other items customarily prorated upon sale and Seller has not previously collected monthly estimates for such amounts, then such items shall not be allocated pro rata per diem prorated at Closing. In addition to the Purchase Price, Buyer shall pay Seller an amount equal to any refundable deposits and/or bonds held by any utility, governmental agency or service contractor with respect to the Property, provided that such utility, agency or contractor is obligated to refund the deposit to Buyer, rather than to Seller, following the Closing. Any rent collected by Buyer after the Closing Date shall be applied first to pay any rent then due and owing for the tax year that includes calendar month in which the date of ClosingClosing occurs, with Seller liable for such items next, to any period subsequent to the extent they are allocable Closing Date, and then to the pay any rent owing for any period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date month of the Closing. At least ninety (90) days prior Buyer shall remit such amounts due Seller to date Seller immediately upon receipt. Except as specified above, if either Buyer or Seller receives any revenues attributable to the period during which it is not the owner of the ClosingProperty, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation said party shall promptly forward such amounts to the other party (if such revenues are only partially attributable to the period during which said party is not the owner of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixedProperty, the apportionment of Taxes amount paid to the other party shall be based upon proration as of the Tax rate for Closing Date as set forth above). Buyer shall use reasonable efforts, at no expense to Buyer, to collect and assist Seller in collecting any revenue which is owed to Seller as of the preceding year applied Closing Date or which comes due thereafter. Seller shall have the right to ▇▇▇ or otherwise attempt to collect the latest assessed valuation same from any such tenant (which right shall survive the Closing), and Buyer agrees to cooperate with Seller in connection with such Taxes efforts by Seller. Buyer’s obligations under this Section 6.6.1 shall survive the Closing and shall bind its successors in interest. 6.6.2 Buyer and Seller shall cooperate to produce on or before the Closing Date a schedule of prorations which is as complete and accurate as reasonably possible. All prorations which can be reasonably estimated as of the Closing Date shall be reprorated upon the request of Seller, made on the one hand, or Purchaser, on the Closing Date. All other hand, prorations and any adjustments to initial estimated prorations shall be made by Buyer and Seller within sixty (60) days following the Closing Date or such later time as may be required, but not later than December 31, 2010, in the exercise of due diligence, to obtain the necessary information for proration. Any net credit due one party from the other as a result of such post-closing prorations and adjustments shall be paid to the other in cash immediately upon the parties’ written agreement to a final schedule of post-closing adjustments and prorations. 6.6.3 Real estate taxes and personal property taxes on the Property shall be prorated based upon the payment period (i.e., calendar or other tax fiscal year) to which same are attributable with maximum discount taken, regardless of whether or not any such taxes are then due and payable or are a lien. Seller shall pay at or prior to Closing (or Buyer shall receive credit for) any unpaid taxes attributable to periods prior to the date of Closing (whether or not then due and payable or a lien as aforesaid). Seller shall receive credit for any previously paid or prepaid taxes attributable to periods from and after the date of Closing. In the event that as of the date of Closing the actual amounts become tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, taking into account all applicable discounts for early payment, shall be used for purposes of the proration at Closing. If the proration at Closing is based on the taxes for the previous year as described above, the parties agree to re-prorate the applicable real estate taxes and personal property taxes for the year of Closing based on the actual real estate taxes and personal property taxes (with maximum discount) once the bills are available. 6.6.4 Certified liens levied by any governmental authority against the Property as of the Closing Date shall be paid by the Seller. Pending liens as of the Closing Date shall be assumed by the Buyer; provided, however, that if the improvement for which any such pending lien was levied was substantially completed as of the Closing Date, such pending lien shall be treated as a certified lien and paid by Seller. Notwithstanding the foregoing, if any assessment or lien is payable under the real estate tax ▇▇▇▇(s) for the Property on an installment payment basis, the parties agree that Seller shall be responsible for payment of those installments which accrue prior to the year of Closing, Buyer shall be responsible for payment of those installments which accrue subsequent to the year of Closing, and the parties shall prorate the installment which is due for the year of the Closing. 6.6.5 Notwithstanding the terms of Section 6.6.1, common area maintenance expenses and charges under the Leases for the year of Closing, if any, shall be prorated as set forth in this Section 6.5. Seller shall be responsible for all common area maintenance expenses and Purchaser agree charges incurred prior to furnish Closing, and Buyer shall be responsible for the same subsequent to Closing. All common area maintenance expense payments made by each other tenant and such charges paid under its Lease for the entire lease year during which the Closing occurs, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than sixty (60) days after Closing, Seller shall deliver to Buyer, with regard to each tenant required to pay common area maintenance expenses and charges (“CAM Charges”) under its Lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from January 1 of the year of Closing through the Closing Date, any CAM payments received by Seller relating to such documents tenant, and, as applicable, either (i) a ▇▇▇▇ for the tenant’s prorata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM payment received by Seller), together with all invoices and other records as may be reasonably requested evidence documenting such CAM Charges in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent detail required by such tenant’s Lease, or (ii) a statement setting forth any approval amounts owed to the tenant for such period with a payment equal to such amount to be provided by Seller to Buyer not later than thirty (30) days thereafter (the “Overpayment Amount”). Buyer shall, on or before March 31 of the transfer year immediately following the Closing, incorporate any bills delivered by Seller into a single post-closing (as and when appropriate for annual reconciliation or other billing of CAM Charges for any tenant) ▇▇▇▇ for CAM Charges to such tenant, in which event such single ▇▇▇▇, as and when paid, shall be apportioned between Seller and Buyer based on the FERC project licenses related ratio of pre- and post-Closing CAM expenses (taking into account any CAM payments retained by Seller at Closing). Upon Buyer’s receipt of any Overpayment Amount from Seller, Buyer shall promptly turn over the same to the Hydro Unitstenant(s) entitled to such Overpayment Amount. Notwithstanding anything to the contrary set forth herein, Seller Buyer agrees to pay all annual charges accrued that (a) for the period from the date of Closing until the second (2nd) anniversary thereof, the rents payable under such licenses any renewal or extension of any Leases existing as of the Closing, which is not pursuant to an express renewal or extension right in the Lease, shall be at the then fair market value rent, and any increases in base/minimum annual rent shall not increase by more than three and one-half percent (3.50%) in any year (the “3.5% Cap”), unless Buyer can demonstrate to Seller, in Seller’s reasonable discretion, that such 3.50% Cap on annual increases is below the then fair market rent for the applicable leased space; provided, however, that the 3.5% Cap will not apply with respect to rent concessions as an inducement to entering into the renewal or extension of such Lease or rent which specifically represents amortization of a tenant improvement allowance under the renewal or extension of such Lease; and (b) in no event will the costs of repair and maintenance of those items listed on Schedule 6.6.5 be passed on or passed through to tenants under any Leases or New Leases (as defined below), and the respective Ground Leases shall provide for the applicable ground lessee thereunder to perform such repair and maintenance, as applicable, at the sole cost and expense of such ground lessee. 6.6.6 Buyer will receive at Closing a credit against the Purchase Price equal to all security deposits actually held by Seller under the Leases. 6.6.7 For any new leases or extensions or amendments to any existing Leases or any Lease which is extended pursuant to any exercise by the tenant of an option in such Lease after September 30, 2009 (each of the foregoing being referred to as a “New Lease”), including, without limitation, those New Leases described on Schedule 6.6.7, at Closing Buyer shall reimburse Seller, in cash, for (1) all tenant improvement costs and expenses incurred by Seller for repairs, improvements, equipment, painting, decorating, partitioning, carpeting, and other work performed in the tenant’s space to satisfy a tenant’s requirements with respect to or in connection with any New Lease including, without limitation, any reimbursements paid to the tenant in connection with any such work performed by the tenant (collectively, the “TI Expenditures”), to the extent that such TI Expenditures have been paid by Seller as of the date of Closing, and (2) all leasing costs and expenses, including, without limitation, leasing or brokerage commissions payable to any person or entity, incurred by Seller in connection with a New Lease (collectively, the “Leasing Expenditures”), to the extent such Leasing Expenditures have been paid by Seller as of the date of Closing. With respect to Leasing Expenditures and TI Expenditures, Buyer shall assume liability for the same at Closing and shall indemnify the Released Parties (as defined herein) from and against any claims made in connection with Leasing Expenditures and TI Expenditures. Notwithstanding the foregoing, Seller agrees that Buyer will be entitled to a credit at Closing against the Leasing Expenditures and TI Expenditures due from Buyer to Seller in an amount equal to the applicable Leasing Expenditure or TI Expenditure, multiplied by a fraction, the numerator of which is the number of months under the applicable lease for the period from the date of the commencement of the term of such New Lease or the date of the commencement of the extension or amendment of such Lease (if an existing Lease) until the date of Closing, and the denominator of which is the total number of months in the term of such New Lease or extension or amendment of an existing Lease. 6.6.8 The provisions of this Section 6.6 shall survive the Closing.

Prorations. The Purchase Price set forth in Paragraph 3.0 is subject to the following adjustments and prorations: 9.1 Plus an amount which will credit SELLER for lease payments which have been paid in advance for time periods following Closing ("Prepaid Leases"), including those reflected on Exhibit 9.1. 9.2 Minus the amounts which will credit BUYER for the following: 9.2.1 Any lease payments for which BUYER becomes obligated relating to any period of time prior to Closing. 9.2.2 Any advertising services delivered after Closing for which SELLER has already billed or otherwise receives payment, including those reflected on Exhibit 9.2.2. 9.2.3 All items of income and expense listed below relating to the Assets and the ownership and operation will be prorated as of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of ClosingClosing Date, with Seller SELLER liable for such items to the extent they are allocable such items relate to the any time period prior up to the date of and including the Closing Date, and Purchaser BUYER liable for such items to the extent they are allocable such items relate to periods beginning with and on or subsequent to the Closing: Closing Date; including without limitation (a) Property Taxes personal property, real estate, occupancy and water taxes, if any, on or with respect to the Assets. ; (b) Rentsrent, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, taxes and other items payable by Seller SELLER under the Real Property Leases and the Business Contracts. any contract to be assigned to or assumed by BUYER; (c) The the amount of rents, Taxes sewer rents 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. fuel; and (d) All other all rentals that are or would be payable or have accrued pursuant to lease provisions requiring lease payments based in whole or in part upon a percentage of advertising revenue ("Percentage Leases") and which involve periods prior to the Closing Date (for purposes of this Section 9.2.3, the Closing Date shall be the end of any such periods for accrual purposes); (e) all items paid or payable on or after the Closing Date under any obligation specifically assumed to the extent not specifically referenced in clauses (excluding other Taxesa) - (d) above) which are normally adjusted prorated in connection with similar transactions. Except as otherwise agreed by A list of Percentage Leases with the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior expiration is attached as Exhibit 9.2.3; 9.2.4 If current payments with respect to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall items to be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 prorated pursuant to this Section 1.06. To 9.2 are not ascertainable on or before the extent required by any approval Closing Date, such payments shall be prorated on the basis of the transfer of most recently ascertainable ▇▇▇▇ therefor and shall be reprorated between SELLER and BUYER when the FERC project licenses related current bills with respect to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingitems have been issued and a cash settlement shall be made within thirty (30) days after notice by either party.

Prorations. The following items relating to (a) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the Assets Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the ownership and operation basis of the Generating Assets will period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in Section 7.2 above, shall all be allocated pro rata per diem for the tax year that includes prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of Closing, with a 365-day year. Any sums collected by Buyer from tenants after the Closing shall be promptly paid to Seller liable for such items to the extent they are allocable of any rents and other sums which were delinquent at Closing, after first applying all such amounts collected to current obligations. Buyer shall use reasonable efforts to collect such delinquent rents but shall not be obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. Seller retains the period prior rights to collect any such delinquent rents from tenants after Closing provided that Seller shall not commence any legal or equitable proceedings in the date nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on amount of any utility or other deposits with respect to the AssetsProperty, in which case all such deposits for which Seller receives credit shall remain in place for the benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to assign such deposits to Buyer. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the leases and other sources of income and expenses, and shall deliver such computation to the Title Company prior to the Closing. (b) RentsSeller shall pay one-half (1/2) of the escrow fee, additional rents, Taxes, any county transfer taxes applicable to the extent normally adjusted sale, and the costs of obtaining the CLTA portion of the title insurance policy. Buyer shall pay the costs of obtaining the ALTA portion of the title insurance policy, the cost of any endorsements, and one-half (1/2) of the escrow fee. Recording charges and any other expenses of the escrow for the sale shall be paid by Buyer and Seller in accordance with customary practice as determined by the Title Company. In addition, Seller shall be liable for any prepayment fee or other charge payable in connection with similar transactions, and other items payable any payoff of deeds of trusts or mortgages entered into by Seller under the Real Property Leases and the Business ContractsSeller. (c) The amount provisions of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of 8.5 shall survive the Closing.

Prorations. The following 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; 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); ; and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Assets and Closing Date shall be paid by Purchaser. If the ownership and operation amount of any of the Generating Assets items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 13.2 below. 13.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for the tax year that includes the date of Closing, with Seller liable basic rent for such items to the extent they are allocable to the any period prior to and including the date Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts (excluding litigation) to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Paragraph 13.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. The Purchase Price set forth in Section 4 is subject to the following adjustments and prorations. 10.1 Plus an amount which will credit SELLER for lease payments which have been paid in advance for time periods following Closing ("Prepaid Leases"). 10.2 Minus the amounts which will credit BUYER for the following: 10.2.1 Any lease payments for which BUYER becomes obligated relating to any period of time prior to Closing. 10.2.2 Any advertising services delivered after Closing for which SELLER has already billed or otherwise receives payment. 10.2.3 All items of income and expense listed below relating to the Assets and the ownership and operation will be prorated as of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of ClosingClosing Date, with Seller SELLER liable for such items to the extent they are allocable such items relate to the any time period prior up to the date of and including the Closing Date, and Purchaser BUYER liable for such items to the extent they are allocable such items relate to periods beginning with and on or subsequent to the Closing: Closing Date; including without limitation (a) Property Taxes personal property, real estate, occupancy and water taxes, if any, on or with respect to the Assets. ; (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, taxes and other items payable by Seller SELLER under the Real Property Leases and the Business Contracts. any contract to be assigned to or assumed by BUYER; (c) The the amount of rents, Taxes sewer rents 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. fuel; (d) All other all rentals that are or would be payable or have accrued pursuant to "percentage rental" lease provisions with respect to periods after the Closing Date (for purposes of this Section 10.2.3, the Closing Date shall be the end of any such periods for accrual purposes); and (e) all items paid or payable on or after the Closing Date under any obligation specifically assumed to the extent not specifically referenced in clauses (excluding other Taxesa) - (d) above which are normally adjusted prorated in connection with similar transactions. Except as otherwise agreed by A list of percentage leases with the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior expiration is attached hereto as Exhibit 10.2.3; 10.2.4 If current payments with respect to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall items to be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 prorated pursuant to this Section 1.06. To 10.2 are not ascertainable on or before the extent required by any approval Closing Date, such payments shall be prorated on the basis of the transfer of most recently ascertainable ▇▇▇▇ therefor and shall be reprorated between SELLER and BUYER when the FERC project licenses related current bills with respect to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingitems have been issued and a cash settlement shall be made within thirty (30) days thereafter.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; real and personal property taxes; and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the day prior to the Assets Closing Date, and credited against the ownership and operation balance of the Generating Assets cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 12.2 below and except for the tax year that includes the date real estate taxes which will be reprorated upon receipt of Closingactual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", with Seller liable will give Purchaser a credit of $250 for such items unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to the Closing Date will first be applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt", but only to the extent they are such pre-closing indebtedness has not been paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 12.3. At Closing, One Hundred Thousand and No/100 Dollars ($100,000.00) of the balance of the Purchase Price shall be deposited in escrow pursuant to the terms of the Escrow Agreement and shall constitute the "Holdback Escrow Funds". Seller and Purchaser shall set forth the outstanding rents and all other monthly payments due and payable to Purchaser (i.e. those allocable to the period prior of ownership of the Property by Purchaser) under the Leases for the month in which the Closing occurs that have not already been credited to Purchaser at Closing (the "Outstanding Rents Due") in a schedule to be created and agreed upon within three (3) business days after the date of Closing (the "Closing Rent Schedule"). Upon Closing, Purchaser shall use its best efforts to collect the Outstanding Rents Due. Purchaser shall also use commercially reasonable efforts to collect all rents and other monthly fees due under the Leases (in accordance with the various terms of the Leases) for the month following the month in which the Closing occurs. On or before 5:01 p.m. Chicago time on July 31, 1997, Purchaser shall deliver to Escrow Agent and Seller a schedule (the "Final Closing Rent Schedule") that accurately shows: (a) the total rents and all other monthly payments due and payable under the Leases for the month following the month in which the Closing occurs (the "Second Month Outstanding Rents Due"); (b) all Second Month Outstanding Rents Due actually collected by Purchaser as of the date of the Final Closing Schedule (the "Second Month Rents Actually Collected"); and (c) the difference between the Second Month Outstanding Rents Due and the Second Month Rents Actually Collected (the "Second Month Deficiencies"). In addition to setting forth the Second Month Deficiencies, the Final Closing Rent Schedule shall also set forth the Outstanding Rents Due that have still not been collected by Purchaser, together with appropriate documentation supporting any such amounts. The sum of (a) the Outstanding Rents Due which are still outstanding at the time of the Final Closing Schedule and (b) the Second Month Deficiencies shall be referred to as the "Rent Deficiency Sum". This Rent Deficiency Sum will represent Purchaser's opinion of the amount owing to it under the terms of this Paragraph 12.3 and the Final Closing Rent Schedule shall specifically instruct the Escrow Agent to disburse an amount equal to the Rent Deficiency Sum to Purchaser. Seller shall have ten (10) days following receipt of the Final Closing Rent Schedule to give Purchaser and Escrow Agent written notice of any objection to the Final Closing Rent Schedule. If Seller delivers a timely notice of objection then Seller and Purchaser shall work together in good faith to agree upon the Final Closing Rent Schedule (including, but not limited to, the Rent Deficiency Sum) , at which time Seller and Purchaser shall ▇▇▇▇▇ ▇ ▇▇▇nt letter of instruction to Escrow Agent setting forth the terms of the escrow disbursement. If Seller does not reply to the Final Closing Rent Schedule within ten (10) days then the Rent Deficiency Sum shall be distributed to Purchaser and the remaining Holdback Escrow Funds shall be distrubuted in accordance with the terms of the Escrow Agreement. Paragraph 12.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 12.4. If at any time within 120 days of the closing of the escrow account Purchaser liable receives any monies for which it has previously received payment from Seller pursuant to Paragraph 12.3 above ("Post-Escrow Receipts"), then Purchaser shall be obligated to deliver any such items Post-Escrow Receipts to Seller (along with a statement describing the same) within ten (10) days of Purchaser's receipt of the same. Seller shall retain the right to conduct an audit of Purchaser's financial records, at no cost to Purchaser, for a period of five (5) months from the close of escrow in order to verify, and only to the extent they are allocable necessary to periods beginning with and subsequent to so verify, the Closing: (a) Property Taxes on or with respect to information discussed in this Paragraph 12. Paragraph 12.4 of this Agreement shall survive the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases Closing and the Business Contracts. (c) The amount of rents, Taxes delivery and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingDeed.

Prorations. The following items relating 3.5.1. Subject to the Assets terms and conditions of the ownership Time Brokerage Agreement, all items of income and expense arising from the operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or STATIONS with respect to the AssetsPurchased Assets and the Assumed Contracts on or before the close of business on the Closing Date shall be for the account of SELLER and thereafter shall be for the account of PURCHASER. Proration of the items described below between SELLER and PURCHASER shall be effective as of 11:59 p.m., local time, on such date and shall occur as follows with respect to those rights, liabilities and obligations of SELLER transferred to and assumed by PURCHASER hereunder. (b) Rents, additional rents, Taxes, 3.5.2. Subject to the extent normally adjusted terms and conditions of the Time Brokerage Agreement, liability for state and local Taxes assessed on the Purchased Assets payable with respect to the tax year in connection with similar transactions, and other items payable by Seller under which the Real Property Leases Closing Date falls and the Business Contractsannual FCC regulatory fees for the STATIONS payable with respect to the year in which the Closing Date falls shall each be prorated as between SELLER and PURCHASER on the basis of the number of days of the Tax year elapsed to and including the Closing Date. (c) The amount of rents3.5.3. Prepaid items, Taxes deposits, credits and charges for seweraccruals such as water, waterelectricity, telephone, electricity other utility and other utilities relating service charges, lease expenses, license fees (if any) and payments under any contracts or utility services to be assumed by PURCHASER shall be prorated between SELLER and PURCHASER on the Real Property basis of the period of time to which such liabilities, prepaid items and the real property subject to the Real Property Leasesaccruals apply. (d) 3.5.4. 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 shall be settled made and paid insofar as of feasible on the Closing Date; any prorations not made on such date of the Closing. At least shall be made as soon as practicable (not to exceed ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such datedays) thereafter. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation SELLER and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser PURCHASER agree to furnish assume, pay and perform all costs, liabilities and expenses allocated to each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made of them pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing3.5.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes Seller and Purchaser agree to adjust, as of 11:59 p.m. on or the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with respect to the AssetsSubsection 10.4(b) below. (bii) Rents, additional Cash Security Deposits and any prepaid rents, Taxes, together with interest required to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contractsbe paid thereon. (ciii) The amount of rentsUtility charges payable by Seller, Taxes including, without limitation, electricity, water charges and charges for sewer, water, telephone, electricity and other utilities relating to sewer charges. If there are meters on 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 partiesProperty, the net amount Seller will cause readings of all such prorations will said meters to be settled and paid as of date of the Closing. At least ninety performed not more than five (905) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on such datethe most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before a real estate Tax the tax rate is fixed, the apportionment of Taxes real estate taxes shall be based upon the Tax basis of the tax rate for the preceding year applied to the latest assessed valuation and such Taxes valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be reprorated upon the request of Sellermade, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be charged and credited for the amounts of all annual charges accrued under such licenses of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers, but Seller will, if necessary, maintain such deposits until such time as Purchaser can post its own deposits (but in no event longer than thirty (30) days after Closing) so that such utility service will not be discontinued to the Property. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will 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 Tenant’s share of building operation and maintenance costs and expenses as provided for under the 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 Tenant under the Lease or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by Tenant. All sums collected by Purchaser from and after Closing from Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current amounts owed by such Tenant to Purchaser and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. The following A. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; accrued but unpaid interest on the Note; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes; accrued but unpaid interest on the Note and other similar items relating shall be adjusted ratably as of 12:01 a.m. on the Closing Date. Assessments of record (other than ad valorem taxes) payable in installments which are due subsequent to the Assets and Closing Date shall be paid by Purchaser. If the ownership and operation amount of any of the Generating Assets will items to be allocated pro rata per diem for prorated is not then ascertainable, the tax year that includes adjustments thereof shall be on the basis of the most recent ascertainable data. The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, with except as to delinquent rent referred to in Paragraph 12B below. In addition, Purchaser shall give Seller liable a credit at Closing for all escrows, reserves and holdbacks held by the Lender under the Loan Documents, except for amounts, if any, of such items escrows, reserves and holdbacks applicable to the extent they are allocable expenses which relate to the period prior to the date Closing Date for which Purchaser has not been given a credit hereunder. B. All sums paid following the Closing Date by any tenant of the Property who is indebted under a lease for any period prior to and including the Closing Date after the payment to Purchaser of all then current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. For a period of sixty days following Closing, Purchaser shall send monthly collection notices to tenants residing at the Property owing Post-Closing Receipts. Within 90 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 60 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. At Seller's expense, Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller shall deliver to Purchaser any sums received by Seller after the Closing Date which relate to the period of time after the Closing Date, along with an accounting identifying any such sums. Paragraph 12B of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingDeed.

Prorations. The following items relating to the Assets and the ownership and operation 12.1. Rents (exclusive of the Generating Assets delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be allocated pro rata per diem for the tax year that includes the date of assigned to and assumed by Purchaser and credited to Purchaser at Closing, with Seller liable for such items ); water and other utility charges; fuels; prepaid operating expenses; management fees if and to the extent they are allocable payable to the existing property manager for rent received and prorated for the month of Closing; real and personal property taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Assessments payable in installments which 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. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. For a period of 120 days following the Closing, all basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the date Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but in no event shall Purchaser be required to initiate legal proceedings to collect such amounts. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller in an amount greater than $5,000.00, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. The following items relating to All income (excluding cash on hand and accounts receivable, which shall be and remain the Assets property of Sellers), current operating expenses, association or trade group dues, accounts payable, real estate taxes, other taxes and the ownership assessments, all utilities, water and operation of the Generating Assets will sewer charges, transferable license or permit fees, real estate and personal property ad valorem taxes (provided that, personal property ad valorem taxes shall not be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items prorated to the extent they are allocable that Purchaser provides to the period Sellers evidence prior to the date expiration of the Closing Feasibility Period that local law where any of the Hotels are located would require Purchaser to pay such taxes that have already been paid by or on behalf of the respective Seller), phone bills, office bills, prepayments made under the Contracts and Purchaser liable for such items other income and expenses from or relating in each case to the extent they are allocable to periods beginning with Premises shall be adjusted and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except prorated as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will with Purchaser being entitled to all income and responsible for all expenses accruing after the Closing and Sellers being entitled to all income and responsible for all expenses accruing prior to the Closing. Sellers shall provide Purchaser with a reasonably detailed schedule showing a calculation list of all contracts subject to prorations for Purchaser's review at least two (2) weeks prior to Closing. Sellers and Purchaser agree that inventories at any of the estimated prorations as if Hotels shall not be prorated. If any items of income or expense are unascertainable on the Closing were occurring on Date, a readjustment of such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes charges and expenses shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that Closing or, in the actual amounts case of property taxes for which tax bills are not yet available, promptly after such tax bills become available. Seller and Purchaser The parties agree to furnish 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 the other is entitled thereto. Sellers shall use reasonable efforts to arrange for the rendition of final bills by the utility companies involved as of the Closing Date. Sellers shall use reasonable efforts to provide Purchaser with such documents accountings for vending machines and commissions as of the Closing Date. Sellers shall credit Purchaser with the cost of repairs that have not been completed as of Closing with respect to damage caused by Hurricane ▇▇▇▇ as set forth on the ▇▇▇▇ Damage Schedule, as more fully set forth in Section 3.4. Guest room revenues of the Premises, whether in cash or in accounts receivable, arising from occupancy for the night beginning on the day preceding the Closing Date, including any tax thereon, but exclusive of food, beverage, telephone and similar charges (which shall be retained by Sellers), shall be credited one-half to Purchaser and one-half to Sellers. Sellers shall collect all income and other records sums payable by tenants or guests (or otherwise) and shall be responsible for the payment of all expenses on account of services and supplies furnished to and for the benefit of the Premises through the Closing. Purchaser shall purchase and Sellers shall be credited for guest ledger receivables and for any and all cash that is in the cash drawer of each of the Hotels on the Closing Date. On the Closing Date, Sellers will not remove any other house funds or ▇▇▇▇▇ cash from the Premises until Purchaser is ready to start its operations. Purchaser shall be credited with all deposits from tenants or guests of the Premises (whether refundable or not) which relate to post-Closing services. Sellers shall remit to Purchaser at Closing all prepaid room charges for nights after the Closing Date. In addition, at Closing, Sellers shall deliver to Purchaser a schedule of all unpaid accounts receivable and other unpaid income items as of Closing. All such accounts receivable and other income items paid to and collected by Purchaser after Closing shall be promptly remitted to the order of Sellers. Except for sums actually received by Purchaser pursuant to the immediately preceding sentence, Purchaser shall assume no obligation to collect or enforce the payment of any amounts that may be reasonably requested due to Sellers, except that Purchaser shall render reasonable assistance, at no expense to Purchaser, to Sellers after Closing in order the event Sellers proceed against any third party to confirm all adjustment and proration calculations made collect any accounts receivable or other income items due Sellers. Purchaser shall have the right to pursue collection of such items after the Closing without Sellers' consent or involvement. In the event any adjustments pursuant to this Section 1.06. To 9 are, within one (l) year subsequent to Closing, found to be erroneous, then if either party hereto is entitled to additional monies and shall invoice the extent required other party for such additional amounts as may be owing, such amounts shall be paid promptly by any approval the other party upon receipt of the transfer invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of this Section 9 shall survive the Closing.

Prorations. The following items It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to operate the Property from and after Closing and, pursuant to said Property Lease, shall be entitled to all revenues generated from, and shall be obligated to pay all taxes and expenses (including all rental due under the Ground Lease) relating to to, the Assets Property from and after Closing and during the ownership and operation entire term of the Generating Assets will Property Lease (subject, however, to 34 39 payment of the various rentals otherwise described in said Property Lease). As a result of the foregoing, there shall be allocated pro rata per diem no proration, at Closing of any revenue, tax or expense items hereunder. However, for purposes of determining "Additional Rent" due and owing under the Property Lease for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of in which the Closing and Purchaser liable for such items to Date (i.e., the extent they are allocable to periods beginning with and subsequent to "Commencement Date" under the ClosingProperty Lease) occurs, the parties agree as follows: (a) All revenue received by Seller that relates to time periods after the Closing Date, including, but not limited to, deposits, advance registration and other fees previously received by Seller, rents, membership dues, initiation fees, prepaid greens fees, coupon book receipts, gift certificates, discount certificates, locker rentals, tournament fees, tradeouts, function deposits, and bag storage charges, shall be deemed "Golf Course Revenue" or "Other Revenue" (as the case may be) under the Property Taxes Lease, attributable to periods following the Commencement Date of the Property Lease term on or an accrual basis in accordance with respect to the Assetsgenerally accepted accounting principles. (b) RentsAll of Seller's receivables, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, unreceived revenue and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities deferred income relating to the Real operation of the Property and the real property subject prior to the Real Closing Date and not otherwise provided for in this Section 10.2 or elsewhere in this Agreement, shall remain the property of Seller ("SELLER'S RECEIVABLES") and shall not be deemed "Golf Course Revenue" or "Other Revenue" under the Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactionsLease attributable to any period falling within the term of the Property Lease. Except It is acknowledged that the Lessee, as otherwise agreed lessee under the Property Lease, shall continue to attempt to collect Seller's Receivables following the Closing Date. Regardless of payee designation, all payments received following the Closing Date by the partiesLessee, as lessee under the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the ClosingProperty Lease, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes from any club member who has an outstanding Seller's Receivables shall be based upon the Tax rate for the preceding year applied presumed to be payments in respect to the latest assessed valuation currently due charges, and such Taxes shall be reprorated upon thereafter to outstanding Seller's Receivables in the request inverse order of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingmaturity.

Prorations. The following items relating (A) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all as and when actually collected; real property taxes and assessments due and payable in the year in which the Closing occurs (without regard to the Assets date levied, assessed or accrued and without regard to any fiscal year) (provided there shall be no proration of delinquent rents to Seller until such delinquent rents are collected); water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the ownership and operation basis of the Generating Assets will period covered); maintenance charges and amounts payable under reciprocal easement agreements and other recorded documents; vending machine and paper recycling income; and any other income and expenses of the operation and maintenance of the Property (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be allocated pro rata per diem prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year; provided, however, that any real estate taxes payable directly by tenants to the governing taxing authorities or reimbursable by tenants after Closing shall not be prorated. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. All rents and other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant or other payor shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant or other payor is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant's premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received after Closing shall be deemed a payment due after the Closing until the tenant or other payor is current in its post-Closing obligations, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller but shall not be required to initiate litigation or terminate any lease. Seller retains the right to collect any such rents and other sums from tenants and other payors after Closing; provided, however, that Seller shall have no right to evict any tenant or to exercise any other landlord-tenant remedy other than to sue for collection. Without intending to limit the generality of the ▇▇▇egoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants are collected monthly in arrears and, upon receipt of such payments after Closing, such sums shall be applied toward the period to which they properly pertain, and shall be prorated between Seller and Buyer, with the party receiving same promptly paying to the other party such other party's share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). Buyer shall promptly reimburse Seller for Seller's prorated share of all expenses that includes are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior to the date of Closing, with if required by law or contract) shall be credited against the Purchase Price (and Seller liable shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for such items to the extent they are allocable to the period prior to the date amount of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on any utility or other deposits with respect to the AssetsProperty to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. At Closing, Seller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers (or as soon as reasonably practicable after Closing, if the procedures for such transfer reasonably require a delay in transfer until after the Closing). Between the date of Closing and until such transfer takes place, Seller agrees to hold any such non-cash security deposit for the benefit of Buyer. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges that are paid in arrears or are otherwise not yet ascertainable or payable as of the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the "Money Rates" column or section of THE WALL STREET JOURNAL as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to the party(ies) who previously paid or were responsible for such taxes, whether it be Seller, Buyer, or tenants under the Leases, and shall be prorated appropriately. The preceding sentence shall survive Closing. (bB) RentsThe cost of the owner's policy of title insurance and all other title charges (including the cost of any extended coverage, additional rents, Taxes, to endorsements and reinsurance or co-insurance charges) and the extent normally adjusted cost of the Survey shall be paid one-half by Seller and one-half by Buyer. Seller and Buyer shall each pay one-half of the state deed tax in connection with similar transactions, recording the deed and all recording fees. Any closing escrow fees and other items payable by closing charges of the Title Company shall be split equally between Seller under and Buyer. Buyer shall be solely responsible for any and all costs and expenses pertaining to its financing of the Real Property Leases (although Buyer obtaining any financing is not a condition to its obligations hereunder), including, without limitation, loan title policies, lender's escrow and closing fees and all intangibles and mortgage taxes. The parties will execute and deliver any required transfer or other similar tax declarations to the Business Contractsappropriate governmental entity at Closing. (cC) The total annual percentage rent payable under each Lease for the lease year in which the Closing occurs shall be prorated between Seller and Buyer based solely on the respective number of days of ownership of the Property by Seller and Buyer during such year, regardless of what portion of sales occur during the different parts of such year. At Closing, the parties shall estimate the total percentage rent payable under each Lease for the applicable lease year based on the percentage rent paid under such Lease for the prior year, and Seller shall receive a credit at Closing for its prorata share thereof. Once the final amount of rentspercentage rent is determined, Taxes and charges for sewerthe parties shall reprorate, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on party owing the other hand, made within sixty shall promptly remit the amount owed no later than fifteen (6015) days after the date that the actual amounts become available. Seller and Purchaser 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 reproration is determined. (D) The provisions of this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of 8.5 shall survive the Closing.

Prorations. (a) The following items relating Parties will each execute and deliver to Escrow Agent for the Assets Closing a closing statement setting forth the Purchase Price and the ownership all closing credits, prorations, charges, costs and operation adjustments contemplated by this Agreement. All prorations will be calculated as of the Generating Assets Closing Date by Escrow Agent, based upon the latest available information, with income and expense for the Closing Date being allocated to Buyer. Buyer will receive a credit for any rent paid or payable by Tenant for the period beginning with and including the Closing Date through and including the last day of the month in which Closing occurs. All other credits and charges to Buyer and Seller will be allocated pro rata per diem for similarly prorated as of the Closing Date. Real estate taxes and assessments, if not the sole responsibility of Tenant under the Lease, will be prorated on an accrual basis and, if actual amounts are not available, will be based upon the current valuation and latest available tax year rates or assessments. All pre-paid or abated rents or deposit amounts (including any tax or expense escrows and any security deposits) held by Seller under the Lease, if any, will be paid to Buyer in the form of a credit against the Purchase Price. Seller will timely perform any tax or expense reconciliations that includes may be required under the date of Closing, with Seller liable for such items Lease to the extent they are allocable applicable to Seller’s period of ownership. If after Closing either Party receives any rents or other amounts that properly belong to the period prior to the date of other Party based upon the Closing and Purchaser liable for prorations, such items amounts will be immediately remitted to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assetssuch other Party. (b) RentsIf after Closing either Party discovers any errors, or receives additional rentsinformation, Taxesindicating that the prorations were inaccurate, such Party will promptly notify the other and the Parties will correctly re-prorate the amounts in question. No such correction will be required later than twelve (12) months after the Closing Date unless prior to such date the Party seeking the correction has given a written notice to the extent normally adjusted in connection other Party specifying the nature and basis for such correction; provided, however, that if a correction is sought because current tax or assessment bills for the Property were not available as of Closing, the correction period with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating respect to the Real Property and the real property subject to the Real Property Leases. closing proration of such taxes or assessments will if needed continue beyond such 12-month period until thirty (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (6030) days after Buyer’s receipt of the date that applicable bills. In the actual amounts become availableevent of any re-proration under this Section, the Party owing funds will within thirty (30) days after determination remit to the other Party the amount shown to be due. Seller and Purchaser 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 The provisions of this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the 12 shall survive Closing.

Prorations. 7.1 The following items relating to shall be apportioned and adjusted between Seller and Purchaser as of 11:59 p.m. (South Carolina time) the Assets and day preceding the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year Closing Date, except as otherwise specified, provided that includes the date of ClosingSeller shall pay, with Seller liable for such items to the extent they are allocable to the period at or prior to the date Closing, all installments or amounts of items which are being apportioned under this Section which become due and payable prior to the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the ClosingDate: (a) Property Taxes on rents and additional rents under or with in respect of the Tenant Leases, as, when and to the Assets.extent actually collected, on the basis of the period for which payable under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period; (b) Rentsreal property taxes, additional rentswater and sewer rents and charges; vault taxes or charges, Taxeselevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. Taxes shall be apportioned based on the most recent available tax bills, with a post-Closing adjustment to be made as soon as practicable after the tax bills are issued for the year in which the Closing occurs. Seller shall not be responsible for any portion of any increase in taxes on the Property attributable to an increase in assessed valuation due to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts.sale contemplated herein; (c) The amount of rentssubject to Section 7.5, Taxes electric, gas, steam and other public utility charges for sewer, water, telephone, electricity and other utilities relating services furnished to the Real Property Property, on the basis of the actual number of days in any period covered by the charge being apportioned (except that no apportionment shall be made for any of such items as are furnished and charged by the real property subject applicable utility company directly to Tenants under the Real Property Tenant Leases.); and (d) All other items (excluding other Taxes) normally adjusted charges under the Contracts to be assigned by Seller to Purchaser in connection accordance with similar transactions. Except as otherwise agreed Section 14.4, on the basis of the actual number of days in any period covered by the partiescharge being apportioned. 7.2 Seller shall pay all unpaid commissions, the net amount of all such prorations will be settled fees and paid as of date of the Closing. At least ninety (90) days other charges due on or prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such dateto real estate brokers or other Persons with respect to any Tenant Lease executed prior to the Closing Date. If the Closing occurs, then Purchaser shall occur be responsible for commissions, fees, or other charges due to real estate brokers not employed by or affiliated with Seller with respect to Tenant Leases, and any renewals, extensions and expansions thereof executed on or after the Closing Date by Purchaser. 7.3 If the Closing occurs before a new real estate Tax property or other applicable tax rate or charge of a Governmental Entity is fixed, then the apportionment of such tax or charge at the Closing shall be based upon the tax rate for the immediately preceding fiscal period applied to the latest assessed valuation. Promptly after the new tax rate has been fixed, the apportionment of Taxes such tax or charge made at the Closing shall be based recalculated and any reimbursement owed by Purchaser to Seller or Seller to Purchaser, as the case may be, shall be paid promptly after such recalculation. 7.4 If as of the Closing any Tenant under a Tenant Lease is in arrears in the payment of rent, or other charges, payments received from such Tenant after the Closing shall be applied in the following order of priority: first, to current rents and other sums due Purchaser as the current owner of the Property and landlord under the Tenant Leases, and the balance to any delinquent sums owing to Seller under the Tenant Leases. If any payments from a Tenant received by Purchaser or Seller after the Closing are payable to the other party by reason of this Section, then the appropriate sum shall be promptly paid to the other party. After the Closing, Seller may bring, in Seller’s name and at Seller’s expense, an action against any delinquent Tenant to collect rent, additional rent, or other payments due Seller for a period prior to the Closing Date, together with the cost of collection thereof; but in no event shall Seller seek any remedy other than collection of funds from the particular Tenant. Seller shall not interfere with other Tenants of the Property and shall comply with all applicable laws in connection with its collection of delinquent sums pursuant to the terms of this paragraph. Notwithstanding anything contained herein to the contrary, nothing shall prevent Purchaser from commencing eviction proceedings against any Tenant for non-payment of current rents as they become due. 7.5 The apportionment of utility charges shall be made upon the Tax rate basis of charges shown on the latest available bills of such utilities. The charges shown on such available bills for periods prior to the Closing Date shall be paid by Seller, and for the preceding year applied period from the date of each such last available utility ▇▇▇▇ to the latest assessed valuation and such Taxes Closing Date an apportionment shall be reprorated upon the request of Seller, made based on the one handamount charged for the period covered by such last available ▇▇▇▇. Notwithstanding the foregoing, Seller will endeavor to cause the respective utility companies to read their meters or fix their charges to the Closing Date, in which event Seller shall pay such charges, when billed, to the Closing Date, and Purchaser shall pay such charges from and after the Closing Date and/or promptly reimburse Seller for any such charges paid by Seller for any period subsequent to the Closing Date. 7.6 At the Closing, Seller shall be entitled to the return of all deposits or escrows held for Seller’s account at or by any public utility company in connection with utility services furnished to the Property, and shall receive a credit against the Purchase Price for any such amounts remaining on deposit or in escrow after Closing. Prior to the Closing Date, Seller shall notify all such public utilities in writing of the applicable transfer of service. 7.7 If any item covered by this Article cannot be apportioned because the same has not been (or cannot be) fully ascertained on the Closing Date, or Purchaserif any error has been made with respect to any apportionment, on then such item shall be apportioned (or corrected, as applicable) as soon as the other handsame is fully ascertained, made within but, except for taxes and assessments, no later than sixty (60) days after the date that Closing Date, and shall be paid within twenty (20) days thereafter by the actual amounts become availableappropriate party. Any Property-related bills received after Closing related to the period prior to Closing shall be promptly paid by Seller. 7.8 Real estate tax refunds and credits received after the Closing which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser 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 Purchaser, pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro UnitsArticle. 7.9 If, Seller agrees to pay all annual charges accrued under such licenses as of the Closing Date, the Property shall be (or shall have become) subject to a special or local assessment or charge of any kind (whether or not yet a lien), then Seller shall pay all installments thereof attributable to periods prior to the Closing Date or due and payable prior to the Closing Date; provided, however, any installment thereof attributable to a period from and after the Closing Date shall be apportioned at the Closing in the same manner as for taxes under Section 7.1(b). Purchaser shall be responsible for all installments of such assessment attributable to the period from and after the Closing Date. 7.10 In the event either Purchaser or Seller shall owe the other any money as a result of the terms of this Article 7 (whether at Closing or thereafter), then the party owing such money shall pay the other party such money promptly, as soon as the amount is finally determined. 7.11 At Closing, Purchaser shall receive a credit against the Purchase Price equal to the amount of Deposits required under the Tenant Leases in effect as of the Closing Date. 7.12 This Article 7, and all rights and duties of the parties hereunder, shall survive the Closing.

Prorations. 4.2.1 No later than three (3) Business Days prior to the Scheduled Closing Date, Seller shall prepare a closing statement (the “Closing Statement”) of the prorations required by this Agreement. The following items relating items, as to each Property, are to be prorated and adjusted between Purchaser and Seller, it being understood that the intent is to credit or charge, as the case maybe, Seller with all revenues and expenses respecting the Properties which are attributable to operations before the Closing Date for which Seller is obligated to provide a credit to the Assets SUSP I PSA Sellers pursuant to the SUSP I PSA and to credit or charge as the case may be, Purchaser with all such revenues and expenses attributable to operations on and after the Closing Date to which Seller is entitled under the SUSP I PSA: 4.2.1.1 Real estate and personal property taxes and assessments, in each case, with Seller responsible for taxes attributable to the portion of the current tax year which is prior to the Closing Date and for all prior years and Purchaser responsible for taxes attributable to the remainder of the current tax year and for all future years (which prorations shall be calculated on the basis of the most recent available ▇▇▇▇ if the current ▇▇▇▇ is not available); 4.2.1.2 All rents and other payments under the licenses, occupancy agreements and other agreements demising space in or providing for the use of occupancy of the Properties or any part thereof (the “Leases”), including but not limited to monthly rents, fixed periodic payments, additional rent payments, utility charges, rent escalations, operating expenses, tax and insurances charges payable by Tenant, cost-of-living adjustments and other forms of rent (collectively, “Rent”); provided that no proration shall be made of any Rent which is overdue as of the Closing Date until such Rent or other revenue item is actually received, at which time it shall be prorated and paid to Purchaser or Seller in accordance with the terms of this Agreement. To the extent Purchaser receives Rents on or after the Closing Date, such payments shall be (i) first toward the payment in full of any Rents due to any SUSP I PSA Sellers pursuant to the SUSP I PSA solely for Rents that were, on the Closing Date both (a) due and payable to any SUSP I PSA Sellers pursuant to the SUSP I PSA with respect to any Property, and (b) less than thirty (30) days delinquent, (ii) second, toward the payment in full of all Rents and other amounts due to Purchaser, with respect to any Property, with respect to periods after Closing, and (iii) thereafter, the balance applied to delinquent Rents or other amounts due to Seller with respect to periods before Closing; 4.2.1.3 Water, electric, telephone and all other utility and fuel charges (on the basis of the number of days in each applicable ▇▇▇▇ occurring prior to, and on or after, the Closing Date) and fuel on hand (at cost plus sales tax); provided, however, that any deposits with utility companies shall remain the property of Seller and shall not be prorated or credited. Notwithstanding the foregoing, at Purchaser’s sole option, Purchaser may elect in writing at least five (5) Business Days prior to the Closing Date to assume any deposits with utilities companies in which event Seller shall receive a credit for such deposits at Closing; 4.2.1.4 Amounts due and payable by any SUSP I PSA Sellers pursuant to the SUSP I PSA under all maintenance, service, advertising, utility, television, internet and other like contracts and agreements with respect to the ownership and operation of the Generating Assets will be allocated pro rata per diem for Properties (the tax year “Assumed Service Contracts”; provided that includes the date term Assumed Service Contracts shall not include any brokerage leasing agreements or any property management agreements or Construction Contracts), and any unamortized portion of Closingany lump sum or up-front payments paid by any SUSP I PSA Sellers under Assumed Service Contracts; and 4.2.1.5 Fees, with Seller liable for such items costs and expenses payable to the extent they are allocable Additional Estoppel Parties. 4.2.2 Except with respect to: (i) general real estate and personal property taxes (which shall be reprorated as soon as practicable and in any event no later than three (3) Business Days after the issuance of the actual bills) and (ii) reconciliations for common area maintenance and similar charges pursuant to Leases (which shall be reprorated on or before April 23, 2015), any proration in the Closing Statement prepared pursuant to Section 4.2.1 shall (i) be paid on the Closing Date pursuant to Section 2.1.2 and (ii) be reprorated and finally adjusted on February 20, 2015 (or the earliest date subsequent to which any dispute is resolved pursuant to the period prior to the date provisions of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rentsthis Section 4.2.2); otherwise, additional rentsall prorations shall be final, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leasesprovisions governing the payment of delinquent Rent under Section 4.2.1. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; real and personal property taxes; and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the day prior to the Assets Closing Date, and credited against the ownership and operation balance of the Generating Assets cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 12.2 below and except for the tax year that includes the date real estate taxes which will be reprorated upon receipt of Closingactual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", with Seller liable will give Purchaser a credit of $250 for such items unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to the Closing Date will first be applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt", but only to the extent they are such pre-closing indebtedness has not been paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 12.3. At Closing, One Hundred Thousand and No/100 Dollars ($100,000.00) of the balance of the Purchase Price shall be deposited in escrow pursuant to the terms of the Escrow Agreement and shall constitute the "Holdback Escrow Funds". Seller and Purchaser shall set forth the outstanding rents and all other monthly payments due and payable to Purchaser (i.e. those allocable to the period prior of ownership of the Property by Purchaser) under the Leases for the month in which the Closing occurs that have not already been credited to Purchaser at Closing (the "Outstanding Rents Due") in a schedule to be created and agreed upon within three (3) business days after the date of Closing (the "Closing Rent Schedule"). Upon Closing, Purchaser shall use its best efforts to collect the Outstanding Rents Due. Purchaser shall also use commercially reasonable efforts to collect all rents and other monthly fees due under the Leases (in accordance with the various terms of the Leases) for the month following the month in which the Closing occurs. On or before 5:01 p.m. Chicago time on July 31, 1997, Purchaser shall deliver to Escrow Agent and Seller a schedule (the "Final Closing Rent Schedule") that accurately shows: (a) the total rents and all other monthly payments due and payable under the Leases for the month following the month in which the Closing occurs (the "Second Month Outstanding Rents Due"); (b) all Second Month Outstanding Rents Due actually collected by Purchaser as of the date of the Final Closing Schedule (the "Second Month Rents Actually Collected"); and Purchaser liable for (c) the difference between the Second Month Outstanding Rents Due and the Second Month Rents Actually Collected (the "Second Month Deficiencies"). In addition to setting forth the Second Month Deficiencies, the Final Closing Rent Schedule shall also set forth the Outstanding Rents Due that have still not been collected by Purchaser, together with appropriate documentation supporting any such items to the extent they are allocable to periods beginning with and subsequent to the Closing: amounts. The sum of (a) Property Taxes on or with respect to the Assets. Outstanding Rents Due which are still outstanding at the time of the Final Closing Schedule and (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes Second Month Deficiencies shall be based upon the Tax rate for the preceding year applied referred to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.as

Prorations. The Buyer presently occupies the Property as the sole tenant under a triple net Lease with Seller. As such, all taxes, utilities, and certain operating expenses associated with the Property are paid by Buyer, as tenant. As such, none of these expenses shall be prorated at Closing. However, at Closing, the following items relating adjustments will be made: (1) Buyer will receive credit for the amount of all real property taxes paid by tenant to Seller for the year of Closing through Closing, and Buyer shall be responsible for, and take title to the Assets and Property subject to all real property taxes for the ownership and operation year of Closing; (2) Although rent will be prorated as of Closing, the operating (triple net) expenses (excepting real property taxes) will not be. Seller estimates that the operating (triple net) expenses (excepting real property taxes) paid by tenant through the month of Closing will closely approximate what Seller will have spent (or be obligated to pay) for the period from January 31, 2004 through to the Closing. (3) Utilities will be transferred to Buyer as of Closing; and (4) If either party desires to have a reconciliation of the Generating Assets 2004 operating (triple net) expenses (excepting real property taxes) as of Closing, that party must notify the other in writing within fifteen (15) days following Closing. Absent such notice, both parties will be allocated pro rata per diem for deemed to have waived any right under the tax year that includes Lease to a reconciliation and to have accepted the allocation of expenses as described in subsection b above as final. In the event either party elects to have such a reconciliation, all operating (triple net) expenses (excepting real property taxes) will be reconciled as of the date of Closing. Following the reconciliation, with if requested, Buyer will pay to Seller liable for such items the amount, if any, that Seller has paid in excess of amounts paid by tenant under the Lease; Seller will pay to Buyer the amount, if any, that tenant has paid in excess of amounts actually due under the Lease; and the party requesting the reconciliation will pay to the extent they are allocable to other $1,000.00 unless the period prior to reconciliation results in the date requesting party receiving payment in excess of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets$2,000.00. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. The following items relating to the Assets Prorations between Seller and the ownership and operation of the Generating Assets will Purchaser shall be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date made within thirty (30) days of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closingas follows: (a) Property Taxes 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 with respect before the Closing shall have been paid in full by Seller on or before the Closing. All general real estate, personal property and ad valorem taxes and assessments for the current year only shall be prorated as of the Closing Date on the basis of the most recent available information, as adjusted by any known changes relating to the Assetsperiod during which the Closing occurs, but without any adjustment resulting from the sale of the Assets under this Agreement. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and All charges for sewergas, electricity, water, telephone, electricity sewer and other utilities relating shall be prorated as of the 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 Real Property income accruing to Seller and responsible for the real property Losses and expenses accruing to Seller for the entire day upon which 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 the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted adjustment in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of cash after the Closing, as and when more complete and accurate information becomes available. Seller will provide and Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on agree to cooperate and use commercially reasonable efforts to make such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within adjustments not later than sixty (60) days after the date that Closing Date (which cooperation may include any reasonable inspection of Seller’s books and records). At least three (3) Business Days prior to the actual amounts become available. Closing Date, Seller and shall deliver to Purchaser agree a tentative statement of prorations setting forth the preliminary determination of all items 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 prorated pursuant to this Section 1.062.06 and supported by all detail reasonably necessary to make such determination. To the extent required by any approval of the transfer of the FERC project licenses related Prior to the Hydro UnitsClosing, Purchaser and Seller agrees shall use commercially reasonable efforts to pay all annual charges accrued under agree on such licenses as statement of the Closingprorations.

Prorations. The following items relating to the Assets 15.1 Water and the ownership other utility charges; fuels; prepaid operating expenses; real and operation of the Generating Assets will be allocated pro rata per diem personal property taxes prorated on a "net" basis (i.e. adjusted for the tax year that includes the date of Closingall tenants' liabilities, with Seller liable if any, for such items to the extent they are allocable to items); tenant reimbursement obligations for operating expenses paid by Seller for the period prior to the date Closing Date; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the cont▇▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser liable agrees to re-prorate such amount as it relates to the real estate tax proration for such items the current tax year to the extent they are allocable such tax contest is successful. All other prorations will be final except as to periods beginning with delinquent rent referred to in Paragraph 15.2 below and subsequent as provided in Paragraph 15.3. 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Closing: Proration Date in an amount greater than the amount of all current basic rent and any delinquency accruing after the Closing Date owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (a10) Property Taxes on days following each receipt byPurchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, provided Purchaser shall not be obligated to incur any expense, terminate any Lease or institute eviction or legal proceedings to collect "post-closing receipts." Purchaser shall promptly deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with respect the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the Assetsaccuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller shall be responsible for preparing all 1996 operating expense reconciliation statements and shall pay to Tenants any amounts owed to Tenants for overcharges in 1996 or any previous year in accordance with the provisions of the respective Leases. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. (b) Rents, additional rents, Taxes, to the extent normally adjusted 15.3 All refunds in connection with similar transactions, and other items payable any ongoing real estate tax protests for the Property initiated by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating prior to the Real Property Closing shall remain the property of Seller and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the real property subject event any such refunds are paid to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted Purchaser, Purchaser agrees to promptly remit all such sums to Seller. Purchaser agrees, at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingtax protests.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following items (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of paragraph (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the Assets period up to and including the ownership Closing Time, and operation Purchaser will be charged and credited for all of the Generating Assets Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be allocated pro rata per diem for made at Closing on the tax year that includes basis of the date best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of Closingthe actual figures, with and a final cash settlement will be made between Seller liable for such items and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before August 31, 2016 (herein, the “Final Proration Date”); provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the 2016 tax bills for the Real Property and the Improvements. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, 36 excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they are allocable were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated and shall not include, but shall exclude, any amounts of Operating Expense Recoveries paid by Purchaser to Seller pursuant to Section 10.4(d). For a period of three (3) months after Closing, Purchaser agrees to include on any rental invoices provided by Purchaser to Tenants the amount of any Delinquent Rentals owed by such Tenants if known to or by Purchaser, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any legal or other action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller shall have the right to pursue Delinquent Rentals after Closing including instituting legal actions, but in no event shall Seller be permitted to institute eviction proceedings against any Tenant or take any action against a Tenant which would affect such Tenant’s right to occupy the premises demised under its Tenant Lease. With respect to any Delinquent Rentals received by Purchaser within six (6) months after Closing (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the date of Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing and Time), then any collection costs of Purchaser liable for related to such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactionsTenant, and other items payable then to prior delinquencies owed by Tenant to Seller. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations due Purchaser will be settled and paid as of date of the Closing. At least ninety (90) days prior promptly remitted to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Rents and any additional charges and expenses payable by Tenants under Leases; real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts (other than Terminated Contracts); annual permits and/or inspection fees (calculated on the basis of the period covered); and any other income or expenses of the operation and maintenance of the Property Taxes shall all be prorated as of 11:59 p.m. on or with respect the date immediately preceding the Closing Date (i.e., Purchaser is entitled to the Assetsincome and responsible for the expenses of the day of Closing), on the basis of a 365-day year and otherwise in accordance with this Section 10.5. Seller shall deliver draft prorations to Purchaser at least five (5) Business Days before Closing Date. (b) Rents, additional Purchaser shall receive a credit at Closing for all rents, Taxesincluding estimated payments for operating expenses and real estate taxes, collected by Seller prior to the extent normally adjusted Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants except as provided in connection this Section 10.5(b). All rent or other sums collected or received by Seller after Closing shall be promptly remitted to Purchaser to be applied and distributed in accordance with similar transactions, this Section 10.5(b). All rent received by Purchaser after Closing shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Purchaser shall use reasonable efforts to collect rents and other items payable sums owing to Seller in the usual course of Purchaser’s operation of the Property, provided, however, that Purchaser shall not be required to pursue or institute any action to evict any tenant or any other collection proceedings to collect delinquent rentals. Seller shall have no right to contact Tenants or collect any such rents and other sums from Tenants after Closing and Seller shall have no right to cause any such Tenant to be evicted or to exercise any other landlord remedy against such Tenant after Closing. In the event Seller receives rents from Tenants applicable to periods after the Closing Date, Seller shall immediately forward the full amount of such rents to Purchaser to be applied by Seller under the Real Property Leases and the Business ContractsPurchaser in accordance with this Section 10.5(b). (c) The At Closing, (i) Seller shall credit Purchaser with the amount of rents, Taxes any cash security deposits actually held by Seller pursuant to the Leases (to the extent such security deposits are not applied against delinquent rents in accordance with the Leases). Any taxes that are payable in the year in which the Closing occurs (“Current Tax Year”) shall be prorated between Purchaser and Seller based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Purchaser). Fees and charges for sewer, water, telephone, electricity and under the Service Contracts (other utilities relating than the Terminated Contracts) in respect of the most recent billing period which includes the Closing Date (“Current Billing Period”) shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the Real Property Closing Date (which shall be allocated to Seller) and the real property subject number of days in the Current Billing Period on and after the Closing Date (which shall be allocated to Purchaser) and assuming that all fees and charges are incurred uniformly during the Real Property LeasesCurrent Billing Period. Calculations hereunder shall be based upon the most recent statement rendered to Seller by the applicable service provider and, after an actual statement covering the Current Billing Period is received, a copy shall be delivered to Purchaser or Seller, as applicable, and the apportionment of such charges hereunder shall be recomputed if necessary. (d) All Seller and Purchaser hereby agree that if any of the aforesaid prorations and credits cannot reasonably be calculated accurately on the Closing Date or in the case of rents or other items charges received from Tenants, such amount have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within sixty (excluding other Taxes60) normally adjusted days thereafter. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received or expenses incurred by such party from Tenants from and after Closing and to the manner in connection with similar transactions. Except as otherwise agreed which such payments were applied, and shall make their books and records available for inspection by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety other party during ordinary business hours upon reasonable advance notice. (90e) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within Not more than sixty (60) days after the date that the actual amounts become available. Closing, Seller and Purchaser agree shall make a final calculation of the real estate taxes, operating expenses and all other prorations or adjustments for the Property, including any adjustments for rent or escalation payments payable under the Leases in connection therewith. If such calculation discloses that Seller has collected more in estimated payments from Tenants for rents, operating expenses and taxes than it is entitled to furnish each other with retain after the final reconciliations are completed, Seller shall pay such documents excess to Purchaser for refund to the tenants, and other records if Seller has collected less in estimated payments than it is entitled to receive after the final reconciliations are completed, Purchaser shall pay such amounts to Seller when and as may collected from the tenants. No insurance policies of the Seller are to be reasonably requested in order assigned or otherwise transferred to confirm all adjustment the Purchaser, and proration calculations made pursuant to no apportionment of the premiums therefor shall be made. The provisions of this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the 10.5 shall survive Closing.

Prorations. 5.4.1 The following items relating to shall be prorated between Seller and Purchaser as of 12:01 a.m. on the Assets and Closing Date (on the ownership and operation basis of the Generating Assets will be allocated pro rata per diem for actual number of days elapsed over the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing:applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property Taxes on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with respect Purchaser assuming the obligation to pay any installments due after the AssetsClosing Date). (b) RentsSubject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rentsrent under the Leases, Taxesand other tenant charges actually received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date in accordance with the terms of the respective Leases) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs (and prorated between Purchaser and Seller accordingly), second, to the extent normally adjusted rents that shall then be due and payable to Purchaser for the period of time following the month in connection with similar transactionswhich Closing occurs, and third to any unpaid rents owed to Seller for the period of time prior to the month in which Closing occurs, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other items payable amounts to Seller (but shall not be entitled to seek to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Real Property Leases and as of the Business ContractsClosing Date, Seller shall retain all rights relating thereto. (c) The amount All income and operating expenses customarily apportioned between sellers and purchasers of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating real estate properties similar to the Real Property and located in the real property subject to same geographic area as the Real Property LeasesProperty. (d) All Charges and payments under Assumed Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (e) Any fees or licenses prepaid by Seller for which Purchaser will receive credit or benefit following Closing, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (f) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (g) Deposits with telephone and other items (excluding utility companies, and any other Taxes) normally adjusted persons or entities who supply goods or services in connection with similar transactions. Except as otherwise agreed by the parties, Property if the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior same are assigned to date of Purchaser at the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes which shall be based upon the Tax rate for the preceding year applied credited in their entirety to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty . (60h) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingIntentionally Deleted. (i) Intentionally Deleted. (j) Intentionally Deleted.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and similar items relating shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Assets Closing Date shall be paid by Purchaser and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they Assessments payable in installments which are allocable attributable to the period of time prior to Closing shall be paid by Seller. If the date amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, subject to proration for the month of Closing. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller will pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. The following items relating adjustments to the Assets and Purchase Price shall be made at the ownership and operation Closing by proration of the Generating Assets will be allocated pro rata per diem for the tax year that includes amounts as specified below as of 11:59 p.m. of the date of Closing, with Seller liable for such items to preceeding the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closingclosing: (a) Property Taxes on or with respect Ad valorem real estate and personal property taxes applicable to the AssetsProperties for 1996, such apportionment to be made on the basis of the previous year's taxes unless the bill therefor is avail▇▇▇▇. Once the taxes for 1996 are established, upon written demand by either party, the parties shall promptly recompute such proration in accordance with the current tax figures, and any excess payment or credit received by a party shall promptly be reimbursed by it to the other party. Buyer shall have the right to contest the 1996 taxes and Seller shall provide Buyer with any information in Seller's possession to assist such contest. The provisions for readjustment of taxes are intended to and shall survive the Closing of this transaction. (b) RentsWater and sewer rentals, additional rentscharges for the 10/29/96 6 supply of electricity, Taxesgas, to the extent normally adjusted in connection with similar transactions, trash collection and other items payable by Seller under the Real Property Leases utility and the Business Contractsservice charges. (c) Charges and receipts under service, maintenance, and other like contracts affecting the Subject Property. The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating paid by Seller prior to the Real Property Closing and attributable to a period after the real property subject Closing shall be credited to Seller. The amount of receipts received prior to the Real Property LeasesClosing and attributable to a period after the Closing shall be credited to Buyer. (d) All other proratable items (excluding other Taxes) normally adjusted in connection with similar transactionsrespect to the Subject Property, including, but not limited to, rents. Except Security deposits shall be transferred as otherwise agreed by an escrow item which shall not adjust the parties, the net amount of all such prorations will be settled Purchase Price. Rents and paid reimbursements for periods prior to Closing which have not been collected as of Closing, shall be applied first to post-Closing date of the Closing. At least ninety delinquencies, and then to pre-Closing date delinquencies. (90e) days prior All items to date of be adjusted for which figures are not available at the Closing, including real estate taxes for the year 1996, will be adjusted, and payment therefor will be made by Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations to Buyer or by Buyer to Seller, as if appropriate, as soon as figures are available after the Closing were occurring on such date. If and, in the Closing shall occur before a real estate Tax rate is fixedcase of revenues, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Sellerif any, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingwhen they are collected.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the "Proration Time"), the following items (collectively, the "Proration Items"): (i) Rents, in accordance with Section 10.4(b) below. (ii) In the event that there shall be any expenses attributable to the operation, maintenance or ownership of the Property that are not paid directly by the Tenant under the Lease ("Other Proration Items"), then Seller will be responsible for the amounts thereof relating to the Assets period up to and including the ownership Closing Date, and operation of the Generating Assets Purchaser will be allocated pro rata per diem responsible for the tax year that includes amounts thereof relating to the date of Closingperiod after the Closing Date. Accordingly, with Seller liable for such items to the extent they that Seller prepaid for any Other Proration Items that are allocable attributable to the period after the Closing Date, Seller will receive a credit therefor at Closing. Conversely, at Closing, to the extent that Seller has not yet paid for any Other Proration Items that are attributable to the period on or prior to the date Closing Date, then Purchaser shall receive a credit for such Other Proration Items and shall pay such expenses when due, or, if past-due at Closing, within seven (7) days after Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The 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 signed by Purchaser and Seller. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and Purchaser liable a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: twelve (a12) Property Taxes on or with respect to the Assetsmonths. (b) Rents, additional rents, Taxes, Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental (as defined below in this paragraph) previously paid to the extent normally adjusted in connection with similar transactions, and other items payable or collected by Seller under and attributable to any period following the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactionsProration Time. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of After the Closing, Seller will provide cause to be paid or turned over to Purchaser with a reasonably detailed schedule showing a calculation of all Rental, if any, received by Seller after Closing and attributable to any period following the estimated prorations Proration Time. "Rental" as if used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include building operation and maintenance costs and expenses and real estate taxes as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property or office park association dues, and other sums and charges payable by the Tenant under the Lease. Rental is "Delinquent" when it was due prior to the Closing were occurring Date, and payment thereof has not been made on such dateor before the Proration Time. If Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the Closing shall occur before a real estate Tax rate is fixedcollection of any Delinquent Rental, the apportionment of Taxes shall be based upon the Tax rate but Purchaser will have no liability for the preceding year failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by the Tenant. Seller reserves the right to pursue a collection action against the Tenant for Delinquent Rental; provided, however, in no event may Seller seek to terminate the Lease or Tenant’s occupancy thereunder or threaten to do so. All sums collected by Purchaser from and after Closing from the Tenant will be applied first to amounts due from the Tenant for the month of Closing, then to current amounts due subsequent to Closing, then to amounts owed by the Tenant to Seller. Purchaser and Seller shall promptly remit to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on other any sums received by either party that are due to the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing10.4(b).

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Assets and Closing Date shall be paid by Purchaser. If the ownership and operation amount of any of the Generating Assets items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for the tax year that includes the date of Closing, with Seller liable basic rent for such items to the extent they are allocable to the any period prior to and including the date Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. All rent payments received from tenants following the Closing Date shall be applied first against such tenant's current rent obligation accruing from and after the Closing Date, and then applied to delinquent rents as provided in the preceding sentence. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date and shall deliver to Seller any Post-Closing Receipts, less reasonable collection costs, if any, to Purchaser to procure such Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Upon delivery to Seller of the Post-Closing Receipts reconciliation statement and payment of any Post-Closing Receipts due to Seller from receipts through the first 90 days following the Closing Date, Purchaser shall have no further obligation to Seller for payment of any Post-Closing Receipts. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit if such additional funds owed to the Seller exceed 25% of the total Post-Closing Receipts previously paid to Seller. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. 5.4.1 The following items relating to shall be prorated between the Assets Sellers and Purchaser as of 12:01 a.m. on the ownership and operation Closing Date (on the basis of the Generating Assets will be allocated pro rata per diem for actual number of days elapsed over the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the applicable period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing:regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property Taxes on the basis of the fiscal year for which assessed. In no event shall Sellers be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with respect Purchaser assuming the obligation to pay any installments due after the AssetsClosing Date). (b) RentsSubject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rentsrent under the Leases, Taxesand other tenant charges if, as and when received. Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent normally adjusted the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in connection with similar transactionsthe form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), the applicable Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other items instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Sellers. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to the applicable Seller, with such Seller’s share thereof being held by Purchaser in trust for such Seller under and promptly delivered to such Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which the Real applicable Seller is entitled to receive a share of charges or amounts without first obtaining such Seller’s written consent, which consent may be given or withheld in such Seller’s sole and absolute discretion. Sellers hereby reserve the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to a Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Sellers shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Sellers of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property Leases and as of the Business ContractsClosing Date, Sellers shall retain all rights relating thereto. Any rents received by Sellers applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to the applicable Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If a Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of such Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide the applicable Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to the applicable Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to the applicable Seller an invoice from Purchaser together with evidence reasonably satisfactory to such Seller indicating that such sums are due to such tenants. The applicable Seller shall pay Purchaser such Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that such Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, a Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to such excess. The provisions of this Section 5.4.2(c) shall survive the Real Property and the real property subject to the Real Property LeasesClosing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other items (excluding utility companies, and any other Taxes) normally adjusted persons or entities who supply goods or services in connection with similar transactions. Except as otherwise agreed by the parties, Property if the net amount of all such prorations will be settled same are assignable and paid as of date of the Closing. At least ninety (90) days prior are assigned to date of Purchaser at the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation which shall be credited in their entirety to the applicable Seller. (i) Personal property taxes, if any, on the basis of the estimated prorations fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Sellers pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Sellers relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as if are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing were occurring on because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such dateitems shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate Tax or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of Taxes taxes or assessments shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation recomputed and any discrepancy resulting from such Taxes recomputation and any errors or omissions in computing apportionments at Closing shall be reprorated upon promptly corrected and the request of Sellerproper party reimbursed, on which obligations shall survive the one hand, Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Sellers for costs and expenses incurred by Sellers in connection with any new Leases or Purchaser, on the other hand, made within sixty (60) days modifications to any existing Leases entered into after the date that hereof in accordance with the actual terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the expiration of the Due Diligence Period. Sellers shall be responsible for those leasing costs set forth on Exhibit E and all other brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts become availableowed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing any Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Sellers. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. The Seller Leasing Costs set forth on Exhibit E include the estimated cost of tenant improvement work to be performed by or on behalf of the landlord pursuant to those certain contracts, each dated December 1, 2011 between One/Two Seller and Purchaser agree Pacific Builders Inc. (the “Existing Construction Contracts”) for improvements in and around the respective premises occupied by ▇▇▇▇, ▇▇▇▇▇▇▇ and Associates, Dental Community Management, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Family Legacy Trust, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Current Work”). Buyer acknowledges that Seller is currently negotiating additional contracts (the “Prospective Construction Contracts” and together with the Existing Construction Contracts, collectively, the “Construction Contracts”) for work to furnish each other be performed in and around the respective premises occupied by Goranson, Bain, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C., LiquidAgents, LLC, and Lifeway Financial Corporation (the “Prospective Work” and together with such documents and other records as may the Current Work, collectively, the “TI Work”), the estimated cost of which is also reflected in the Seller Leasing Costs set forth on Exhibit E. Notwithstanding anything to the contrary herein (including, without limitation Section 7.2.2) Buyer hereby approves the Prospective Construction Contracts to be reasonably requested entered into by Seller prior to the Closing. If any of the TI Work is not completed prior to the Closing, Buyer shall be entitled to a credit at Closing in order to confirm all adjustment and proration calculations made the amount of the unpaid remaining TI Work pursuant to this Section 1.06. To 5.4.3, and Purchaser shall assume the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses applicable Construction Contract(s) as of the Closing Date. 5.4.4 As provided in Section 11.1.2, Sellers shall be responsible for paying all fees, costs or commissions owing to the Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 The provisions of this Section 5.4 shall survive the Closing.

Prorations. The following 13.1. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); security deposits which are refundable under the leases; escrow and/or impounds held by the Lender (which will be assigned to Purchaser and credited to Seller); interest on the First Note; water and other utility charges; fuels; operating expenses; real and personal property taxes; and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the later of the Closing Date or the actual date of the closing of this transaction ("Proration Date"), and credited to the Assets and the ownership and operation balance of the Generating Assets cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 13.2 below. 13.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the any period prior to and including the date Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay to Seller an amount equal to the amount such Post-Closing Receipt exceeds the amount currently due by the tenant paying such Post-Closing Receipt under its lease. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder provided, however, that Purchaser shall not be required to instigate litigation to collect Post-Closing Receipts. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 13.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. (a) The following items relating to the Assets and the ownership and operation shall all be prorated as of the Generating Assets will be allocated pro rata per diem for the tax year that includes 12:01 a.m. on the date of Closing, with Seller liable on the basis of a 365-day year: (i) rents, and all other income from the Property, if any, including, without limitation, any additional charges, prepaid rent, if any, and any other expenses payable under the Leases, if any, all as and when actually collected (whether such collection occurs prior to, on, or after the Closing Date); (ii) real property taxes and assessments for such items the year in which the Closing occurs, (iii) water, sewer and utility charges, (iv) amounts payable under any service contracts for the month in which the Closing occurs and prior months, (v) annual permits and/or inspection fees (calculated on the basis of the period covered), and (vi) any other expenses relating to the extent they are allocable operation and maintenance of the Property. For three (3) months following the Closing, Buyer shall include all rent arrearages, if any, on Buyer's monthly invoices or billings to tenants ▇▇▇ ▇▇omptly deliver to Seller any such rent arrearages that relate to periods prior to the period Closing if and when collected by Buyer; PROVIDED, HOWEVER, that Rents received by Buyer after the Closing Date shall be first applied to Rents accruing after the Closing Date, and then to Rents accruing prior thereto. Buyer shall be under no obligation to recover for the benefit of Seller any unpaid Rents owing by tenants for periods prior to Closing Date. Seller shall have the right before the Closing, to take such action as Seller deems appropriate to recover any unpaid Rents for periods prior to the date of Closing, and after the Closing date of Closing, Seller may pursue any and Purchaser liable all remedies available to Seller in law or equity to recover unpaid Rents for such items periods prior to the date of Closing. The amount of any security or other deposits as actually collected, IF ANY, or similar fees paid by tenants under the Leases, as to the extent they are allocable actually collected, shall be credited against the cash portion of the Purchase Price; accordingly, Seller shall retain the deposit and/or similar fees paid by tenants under the Leases, as actually collected, and Buyer shall be responsible for handling all security deposits of the tenants of the Property in accordance with the Leases and applicable law. Seller shall retain all utility deposits, if any. Seller and Buyer hereby agree that if any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then the same shall be calculated within thirty (30) days after the Closing Date, or as soon as sufficient information is available to periods beginning with permit the parties to accurately calculate such proration(s), and either party owing the other party a sum of money based on such subsequent proration(s) shall pay said sum to the Closing: other party within ten (a10) Property Taxes on or with respect days after such calculation is made; PROVIDED, HOWEVER, that the tax prorations and assessments referenced in Section (ii) herein shall be final as of the Closing Date. Notwithstanding anything to the Assetscontrary contained herein, to the extent any of the foregoing Property-level expenses are the responsibility of Tenant pursuant to the terms of the CitiCorp Lease, then such expense items shall NOT be prorated --- between Seller and Buyer at Closing. (b) Rents, Seller shall pay the premium for the Title Policy without extended coverage or endorsement and without any additional rents, Taxes, premium to delete the so-called "survey exception," if any. Buyer shall pay the premiums for any endorsements to the extent normally adjusted Title Policy which Buyer requests. Escrow fees shall be split evenly between Buyer and Seller each paying half. Recording charges, transfer taxes and any other expenses of the escrow for the sale shall be paid by Buyer. All costs and charges described in connection with similar transactionsthis paragraph shall be paid at Closing. Any bills received after the Closing and not previously prorated in escrow shall be divided as provided herein, and other items payable by shall be paid promptly upon receipt of a bill therefor. Seller under shal▇ ▇▇y for the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date costs of the ClosingSurvey. At least ninety (90) days prior Buyer shall pay any and all taxes related to date any change in use of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingProperty.

Prorations. The following items relating to the Assets Purchaser and the ownership and operation Seller shall apportion as of midnight of the Generating Assets will day preceding the Closing, the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be allocated pro rata per diem promptly corrected. The obligations set forth in this Section 14 shall survive the Closing. The items to be adjusted are: 14.1.1. City ad valorem taxes and other assessments for the tax year that includes in which the date of ClosingClosing occurs. 14.1.2. all base rent, with Seller liable for such items percentage rent and additional rent and similar charges to the extent they are allocable collected by Seller. Any base rent, percentage rent, additional rent or other charges received from a Tenant after the Closing shall be applied in the following order of priority: 1. First, to the rents owing for the calendar month in which the Closing occurred; 2. Second, to any rents then owing for any calendar month or months following the calendar month in which the Closing occurred; and 3. Third, to rents owing for any calendar month or months preceding the calendar month in which the Closing occurred until the Tenant, under the applicable Lease, is current. For a period of six (6) months after the Closing, Purchaser shall ▇▇▇▇ Tenants for all amounts due under their Leases accruing prior to the Closing (including, without limitation, base rent, additional rent, percentage rent or other Tenant charges for the year 2012) and shall use reasonable efforts to collect from Tenants any base rent, additional rent, percentage rent or other Tenant charges owing with respect to the period prior to the date of the Closing and Purchaser liable for such items to Closing. To the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rentsdelinquent amounts for base rents, additional rents, Taxes, percentage rents and other tenant charges for the period prior to the extent normally adjusted in connection with similar transactionsClosing (“Delinquent Rents”) are collected by Purchaser, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to clauses 1, 2 and 3 above, such amounts, net of reasonable costs of collection, including without limitation, reasonable attorney’s fees, shall be paid to Seller no later than ten (10) business days following the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactionsdate on which such amounts have been received by Purchaser or its agent. Except as otherwise agreed by the parties, the net amount of all such prorations will Purchaser shall not be settled and paid as of date of the Closingobligated to expend any funds or commence legal proceedings to collect any Delinquent Rents. At least ninety (90) days prior to date of the Closing, In no event shall Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if commence or pursue any legal proceedings against any Tenant after the Closing were occurring on other than actions against Key Tenants for non-payment of rent. Any such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall action must be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made commenced within sixty (60) days after Closing, and Seller shall not have the date right to seek eviction. Further, in the event Seller commences any such action and the applicable Tenant names Purchaser as a third party defendant or otherwise causes Purchaser to be named in any such action, Seller shall indemnify and defend Purchaser from such claims except with respect to any claims asserted by such Tenant relating to matters arising after the Closing. (a) Purchaser shall be entitled to a prorata portion of such percentage rent payment based on the number of days within the applicable percentage rent fiscal year period that Purchaser owned the Project and (b) Seller shall be entitled to a prorata portion of such percentage rent payment based on the number of days within the applicable percentage rent period that Seller owned the Project. No later than one (1) year after the Closing Date (the “Final Adjustment Date”), Seller and Purchaser shall make a final adjustment in accordance with the provisions of this Section 14.1 of percentage rent and other items of additional rents for which final adjustments or prorations could not be determined at the Closing, if any, because of the lack of actual statements, bills or invoices for the current period, the year end adjustment of common area maintenance, taxes and like items, the unavailability of final sales figures or amounts become availablefor percentage rent or any other reason. Except to the extent otherwise provided in Section 14.1.3, any net adjustment in favor of Purchaser or Seller is to be paid in cash by the other no later than ten (10) business days after such final adjustment has been made. 14.1.3. To the extent Tenants pay monthly estimates of common area maintenance charges, central plant charges, taxes and similar expenses (collectively, “Charges”) with an adjustment at the end of each fiscal year applicable to Charges, they shall be prorated in accordance with this Section. Until the adjustment described in this Section is made, all amounts received by Seller as interim payments of Charges before the Closing Date shall be retained by Seller, except that all interim payments received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Purchaser based upon the number of days in that month and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. All amounts received by Purchaser as interim payments of Charges on or after the Closing Date shall be retained by Purchaser until year end adjustment and determination of Seller’s allocable share thereof except to the extent provided in Section 14.1.2 above. No later than the Final Adjustment Date, Seller’s allocable share of actual Charges for Leases in effect as of the Closing Date shall be determined by multiplying the total payments due from each Tenant for such fiscal year (the sum of estimated payments plus or minus year end adjustments) by a fraction, the numerator of which is Seller’s actual cost of providing common area maintenance services and taxes (as the case may be) prior to the Closing Date (within that portion of the fiscal year prior to the Closing Date in which the applicable Lease is in effect), and the denominator of which is the cost of providing such services and paying such taxes for the entire fiscal year (or that portion of the fiscal year in which the applicable Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Purchaser of the excess owed Purchaser, such excess to Purchaser. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share (the “Seller Shortfall”), Purchaser shall use reasonable efforts for a period of ninety (90) days after the Final Adjustment Date to collect the Seller Shortfall from the Tenants of the Property and, to the extent collected by Purchaser, Purchaser shall promptly remit the Seller Shortfall, net of reasonable costs of collection, including without limitation, reasonable attorney’s fees, to Seller. Purchaser shall not be obligated to expend any funds or commence legal proceedings to collect any Seller Shortfall. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any Seller Shortfall. In the event there is a dispute with any Tenant relating to Charges billed by Seller relating to the period prior to the Closing Date, Seller shall be responsible for resolving such dispute with such Tenant and, if it is determined that credits are due to such Tenant with respect to such charges, Seller shall remit such amount either to the Purchaser or directly to the Tenant within ten (10) days after determination thereof. In the event there is a dispute with any Tenant relating to Charges billed by Purchaser relating to the period after the Closing Date, Purchaser shall be responsible for resolving such dispute with such Tenant and, if it is determined that credits are due to such Tenant with respect to such charges, Purchaser shall remit such amount to the Tenant within ten (10) days after determination thereof. Notwithstanding anything to the contrary provided in the preceding paragraph, Seller shall be entitled to receive and retain all reconciliation payments made by Tenants with respect to Charges for the calendar years preceding the calendar year of Closing, and shall be responsible for any amounts owed to Tenants in connection with the final reconciliation of Charges for such prior calendar years. If any such reconciliation payment with respect to Charges for a calendar year preceding the year in which the Closing occurs is received by Purchaser after the Closing, Purchaser shall remit such payment to Seller within ten (10) business days after receipt. If any Tenant which is owed a refund with respect to Charges for a calendar year preceding the calendar year of Closing deducts or sets off such amount against rents or other charges owed by such Tenant after the Closing, Seller shall remit such amount to Purchaser promptly following the occurrence of such set off or deduction. 14.1.4. All other income and all operating expenses of the Project for the assumed Contracts and public utility charges and charges and/or payments under the REAs with respect to the Project shall be prorated at the Closing effective as of the Closing Date, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser agree shall cooperate to furnish each other arrange for final utility readings as close to the Closing Date as possible and the issuance of a final ▇▇▇▇ to Seller with such documents and other records as Purchaser being designated the billing party in lieu of Seller for all utilities that may be reasonably requested in order to confirm all adjustment the name of Seller from and proration calculations made pursuant to this Section 1.06after the Closing Date. To the extent required by any approval of the transfer of the FERC project licenses related Notwithstanding anything herein to the Hydro Unitscontrary, Seller agrees to pay all annual charges accrued under such licenses the management agreement and leasing agreement, if any, for the Property shall be terminated as of the Closing date and there shall be no apportionment of any fees or charges thereunder. 14.1.5. At Closing, any prepaid rents and security deposits under the Leases (together with any interest accrued thereon) shall be transferred to Purchaser either directly or by way of a credit in favor of Purchaser. 14.1.6. If, at Closing, the 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 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 year in which the Closing occurs shall be paid by Seller and all installments becoming due and payable after the Closing shall be assumed and paid by Purchaser, except, however, that any installments which are due and payable in the calendar year in which the Closing occurs 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 assessment(s) is for improvements in place as of the date of this Agreement, then such assessment(s) shall be paid by Seller but if such assessment(s) is for improvements to be made subsequent to the date of Closing, then the same shall be paid by Purchaser. 14.1.7. All unpaid tenant improvement costs or allowances, free rent periods or rental abatements, concessions and other inducements and all brokerage commissions relating to the Leases listed on Schedule “1.5” hereto with respect to the current term of any Leases and space demised to such Tenants as of the date hereof, and any amounts owing by Seller hereunder or pursuant to Section 9.2 hereof, shall be the obligation of Seller. Except as provided in Section 25 hereof with respect to Leases of Suite L and Suite G5, Purchaser shall be responsible for all tenant improvement costs or allowances, free rent periods or rental abatements, concessions and other inducements and all brokerage commissions relating to any Leases entered into after the Effective Date with the approval of Purchaser, as well as all tenant improvement costs or allowances, free rent periods or rental abatements, concessions and other inducements and brokerage commissions relating to or arising from any renewal, expansion, or extension of any of the existing Leases listed on Schedule “1.5” hereto. Seller’s obligations described in this Section either (i) shall be paid at Closing (or paid when due if sooner) by Seller with evidence of payment delivered to Purchaser at Closing, or (ii) Purchaser shall receive a credit against the Purchase Price for any such amount(s) not paid. 14.1.8. At Closing, Purchaser shall receive a credit against the Purchase Price for (i) amounts paid to Seller by Tenants, merchants and other associations for promotional funds, and other similar contributions or payments, if any and (ii) all funds held by Seller with respect to outstanding gift certificates, if any.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following items relating (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the Assets and terms of (b) below), operating expenses payable by the ownership and operation owner of the Generating Assets will be allocated pro rata per diem for Property (on the tax year that includes the date basis of Closinga 365 day year, with actual days elapsed) and amounts payable under Service Contracts assumed by Purchaser on an accrual basis. Seller liable for such items to the extent they are allocable to the period shall pay all amounts due thereunder which accrue prior to the date of the Closing and Purchaser liable shall pay all mounts accruing on the Closing Date and thereafter. All capital and other improvements (including labor and materials) which are performed or contracted for such items or by Seller at or prior to the Closing will be paid by the Seller at or prior to Closing, without contribution or proration from Purchaser. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent they are allocable covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to periods beginning with Purchaser except as otherwise provided in Section 9 above. Final readings and subsequent to final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing: (a) Property Taxes on or Closing Time, in which event no proration will be made at the Closing with respect to the Assets. utility bills (b) Rents, additional rents, Taxes, except to the extent normally adjusted covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in connection effect with similar transactionsthe utility providers, and other items payable Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller under within sixty (60) days after Closing, provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the tax bills for the Real Property Leases for the year in which Closing occurs. The provisions of this Section 10.4 will survive the Closing until the date which is six (6) months following the Closing Date (the “Reconciliation Period”), and in the Business Contracts. (c) The amount event any items subject to proration hereunder are discovered within such period, the same shall be promptly prorated by the parties in accordance with the terms of rentsthis Section 10.4. Seller and Purchaser, Taxes pursuant to RCW 60.80.020(1), hereby waive the services of Title Company in administering the disbursement of closing funds necessary to satisfy any unpaid utility charges. Purchaser shall transfer all utilities at the Property to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall use commercially reasonable efforts to cause all utility meters to be read as of the Closing Date. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date. All charges for 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 shall be settled and paid as of date prorated outside of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made escrow contemplated herein within sixty (60) days after the date that Closing Date. All prorations shall be made in accordance with customary practice in the actual amounts become availablejurisdiction in which the Real Property is located, except as expressly provided herein. Following the Closing, Seller and Purchaser agree to furnish shall reasonably cooperate with each other with such documents and other records as may be reasonably requested in order to confirm calculate and determine the correct amount of all adjustment and proration calculations prorations required to be made pursuant to this Section 1.06. To 10. (b) Purchaser will receive a credit on the extent required by any approval of Closing Statement for the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller or its successor by Tenants under the Tenant Leases or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any Delinquent Rentals payable to Seller and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. All sums collected by Purchaser within one (1) year after Closing from each Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time governed by Section 10.4(c) below and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, which shall be payable to and belong to Seller in all events) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by such Tenant to Seller. In no event shall Seller initiate litigation or other legal action after the Closing Date to pursue collection of Delinquent Rentals. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser will be promptly remitted to Purchaser.

Prorations. The following All items relating of income and expense shall be paid, prorated or adjusted as of the close of business on the day prior to the Assets Closing Date (the "Proration Date") in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of all rents received by Seller and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable attributable to the period prior to commencing on the date Closing Date, (ii) all unapplied refundable cash security deposits held by Seller and which were made by tenants under all Leases in effect as of the Closing Date, and (iii) all prepaid security deposits for Leases whose terms have not commenced as of the Closing Date. 5.2 All collected rents for the month of Closing shall be prorated between Purchaser liable and Seller based upon their respective days of ownership for such items to month in which the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Closing occurs. Neither Purchaser nor Seller under the Real Property Leases and the Business Contracts. (c) The amount shall receive credit at Closing for any payments of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and rental obligations due but not paid as of date of the Closing. At least ninety (90) days Proration Date. 5.3 Purchaser covenants to ▇▇▇▇ tenants on a monthly basis for amounts due from tenants attributable to periods prior to date Closing for a period of three (3) consecutive months but shall have no obligation to enforce collection of any such past due amounts from or against any tenant. Any amounts received from tenants after Closing shall be applied on a tenant by tenant basis in the Closingfollowing order: (i) first on account of any amount then due and payable or past-due and payable to Purchaser from such tenant, (ii) next, on account of any amount due Seller from such tenant for the period up to and including the Proration Date and (iii) finally, any balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will provide not exercise any such rights or remedies unless such amounts have not been collected by Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing and paid to Seller within three (3) months after such amounts were occurring on such datedue and payable to Seller. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes Any money due to Seller under Section 5.2 or this Section 5.3 shall be based upon the Tax rate for the preceding year applied remitted to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made Seller within sixty fifteen (6015) days after the date end of each month in which Purchaser receives such money. 5.4 Operating expenses, including, without limitation, any prepaid expenses such as permits, licenses and membership dues, shall be prorated between Purchaser and Seller based upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates. 5.5 Real estate taxes shall be prorated on a cash basis, meaning that the actual amounts become available. Seller and Purchaser agree real estate tax bills actually paid or to furnish each other with such documents and other records as may be reasonably requested paid in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval year of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.Closing shall be apportioned based on the

Prorations. The following items relating 5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, "RENT") shall, subject to the Assets further provisions hereof, be prorated on the basis that Buyer shall receive a credit for all security deposits actually held by Seller and for all Rent which Seller has actually received before the ownership and operation Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the Generating Assets will Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the same to Seller, after application of the same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be allocated pro rata per diem prorated as of the Closing on the basis of the most recent assessed valuation of and rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the tax year that includes period prior to the date of Closing, with Seller liable for such items the parties shall make any necessary adjustment after Closing by cash payment upon demand to the extent they party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the date of period after the Closing and Purchaser liable for such items to the extent they (including all supplemental taxes which are allocable to periods beginning with and subsequent to the period after the Closing:). (a) Property Taxes on or 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the AssetsProperty closed out effective as of the Closing ▇▇▇▇; if such close-out is not possible, utilities shall be prorated as of the Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the Closing occurs). 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, but which are not then due and payable (b) Rentscollectively, additional rentsthe "OPERATING EXPENSES"), Taxesshall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the extent normally adjusted Closing Date; provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in connection which the Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the Closing Date shall be prorated as of the Closing Date. Buyer and Seller shall prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to Closing with similar transactionsactual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Tenants for the period of Seller's ownership, Seller shall pay Buyer the amount of such rebates at Closing, and other items payable by Seller under if the Real Property Leases and Tenants owe the Business Contracts. (c) The amount of rents, Taxes and charges landlord any additional amounts for sewer, water, telephone, electricity and other utilities relating Operating Expenses with respect to the Real Property and period of Seller's ownership, Buyer shall promptly pay Seller the real property subject amount so owed to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date landlord upon Buyer's receipt of the Closingsame (and Buyer shall exert diligent good faith efforts to collect the same). At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated Any prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes under this Agreement based upon monthly amounts shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be reprorated based upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closinga 366 day year.

Prorations. The following items relating to shall be prorated as of 11.59 p.m. CST on the Assets day immediately preceding the Closing Date and be adjusted against the ownership Purchase Price due at Closing: (a) rents and operation of any other amounts actually collected from tenants and other persons using or occupying the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date Property as of the Closing Date; (b) utility charges including sewer charges (utility charges shall be prorated based on the last reading of meters prior to Closing performed at Seller’s request, if possible) and Purchaser liable normally prorated operating expenses for such items the month of Closing that are actually paid as of the Closing Date subject however to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or Section 6.5 below with respect to the Assets. ratio utility billing systems (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, RUBS); and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount amounts owed by Seller or paid for the month of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to Closing under the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted Contracts described in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid Section 3.3 hereof as of date the Closing Date (on the basis of the fiscal year or billing period of the person levying or charging for the same). Leasing commissions or finder’s fees (if any) shall be paid in full by Seller for each lease entered into after the Effective Date and prior to Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within Within sixty (60) days after the date Closing, Purchaser and Seller will make a further adjustment based upon the above proration provisions for such rents collected or charges paid which accrued or were incurred prior to the Closing Date, but not billed or paid at that date, including any bills that were not available as of the Closing Date but relate to. expenses incurred prior to the Closing Date and thereafter paid. Except as otherwise stated in this Agreement, all prorations shall be made on a 365-day calendar year basis, based on the actual amounts become availablenumber of days in the applicable month. The terms of this Section 6.3 shall survive Closing as necessary to accommodate the post-Closing adjustments contemplated herein. Seller and Purchaser agree shall endeavor to furnish each other cause the Title Company to prepare draft closing statements containing the prorations and adjustments described in this Section 6 and deliver the same together with such documents invoices or bills for all prorated expenses and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related reasonable backup information from Seller no later than 3:00 p.m. CST two (2) business days prior to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingClosing Date.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following items (collectively, the “Proration Items”) on an accrual basis (except for real estate and personal property taxes and assessments which will be on a cash basis): real estate and personal property taxes and assessments which are required to be paid during the calendar year in which the Closing occurs (on a cash basis so that such proration pursuant to this Section 10.4(a) shall be with respect to taxes payable in the year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the Assets period up to and including the ownership Closing Time, and operation Purchaser will be charged and credited for all of the Generating Assets Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be allocated pro rata per diem for made at Closing on the tax year that includes basis of the date best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of Closingthe actual figures, with and a final cash settlement will be made between Seller liable for such items and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent they are allocable covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to the period prior to the date Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing and Purchaser liable for such items Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent they are allocable covered by the proration of Operating Expense Recoveries). Seller will be entitled to periods beginning all deposits presently in effect with the utility providers, and subsequent Purchaser will be obligated to make its own arrangements for deposits with the Closing: (a) Property Taxes utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or with respect prior to April 30, 2011. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above and subsection (f) which is governed by Section 16.1 below) will survive the AssetsClosing until May 31, 2011. (b) Rents, additional rents, Taxes, Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to the extent normally adjusted in connection with similar transactions, and other items payable collected by Seller under and attributable to any period following the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactionsClosing Time. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of After the Closing, Seller will provide cause to be paid or turned over to Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing were occurring on such dateTime. If the Closing shall occur before a real estate Tax rate is “Rentals” as used herein includes fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing.

Prorations. The following items relating 3.6.1. Subject to the Assets terms and conditions of the ownership Time Brokerage Agreement, all items of income and expense arising directly from the operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or Stations with respect to the AssetsPurchased Assets and the Assumed Contracts on or before the close of business on the Closing Date shall be for the account of Seller and thereafter shall be for the account of Purchaser. Proration of the items described below between Seller and Purchaser shall be effective as of 11:59 p.m., local time, on such date and shall occur as follows with respect to those rights, liabilities and obligations of Seller transferred to and assumed by Purchaser hereunder. (b) Rents, additional rents, Taxes, 3.6.2. Subject to the extent normally adjusted terms and conditions of the Time Brokerage Agreement, liability for state and local Taxes assessed on the Purchased Assets payable with respect to the tax year in connection with similar transactions, and other items payable by Seller under which the Real Property Leases Closing Date falls and the Business Contractsannual FCC regulatory fees for the Stations payable with respect to the year in which the Closing Date falls shall each be prorated as between Seller and Purchaser on the basis of the number of days of the Tax year elapsed to and including the Closing Date. (c) The amount 3.6.3. Subject to the terms and conditions of rentsthe Time Brokerage Agreement, Taxes prepaid items, deposits, credits and charges for seweraccruals such as water, waterelectricity, telephone, electricity other utility and other utilities relating service charges, lease expenses, license fees (if any) and payments under any contracts or utility services to be assumed by Purchaser shall be prorated between Seller and Purchaser on the Real Property basis of the period of time to which such liabilities, prepaid items and the real property subject to the Real Property Leasesaccruals apply. (d) 3.6.4. 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 shall be settled made and paid insofar as of feasible on the Closing Date; any prorations not made on such date of the Closing. At least shall be made as soon as practicable (not to exceed ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60days) days after the date that the actual amounts become availablethereafter. Seller and Purchaser agree to furnish assume, pay and perform all costs, liabilities and expenses allocated to each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made of them pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing3.6.

Prorations. The Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following items (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the Assets period up to and including the ownership Closing Time, and operation Purchaser will be charged and credited for all of the Generating Assets Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be allocated pro rata per diem for made at Closing on the tax year that includes basis of the date best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of Closingthe actual figures, with Seller liable for such items and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent they are allocable covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the period extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the date Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the Closing and Purchaser liable proration of same at Closing: (x) $172,450.00 for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Cherokee Plaza Real Property and the real property subject to Cherokee Plaza Improvements, (y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property Leases. and the ▇▇▇▇▇ Plains Exchange Improvements, and (dz) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate $105,000.00 for the preceding year applied to ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closing▇▇▇▇▇▇▇▇ Bridge Commons Improvements.

Prorations. 5.4.1 The following items relating to shall be prorated between Seller and Purchaser as of 12:01 a.m. on the Assets and Closing Date (on the ownership and operation basis of the Generating Assets will be allocated pro rata per diem for actual number of days elapsed over the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing:applicable period): (a) Property Taxes on or All ad valorem real estate taxes, assessments, and any payments in lieu thereof pursuant to Ohio Revised Code Chapter 5709 and not reimbursable by tenants under the Leases for the calendar year of the Closing which have not been paid but are due and payable with respect to calendar year 2016 shall be apportioned and prorated on a per diem basis between the Assetsparties as of the Closing Date, regardless of the collection date therefor. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) RentsSubject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rentsrent under the Leases, Taxesand other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent normally adjusted the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in connection the form of letters of credit, along with similar transactionsany required transfer forms and fees, if any. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other items payable amounts to Seller (but shall not be entitled to terminate or threaten to terminate any lease or any tenant’s right to possession), which right shall include the right to continue legal actions or proceedings against any tenant which have already been commenced, but not the right to commence new legal actions or proceedings. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Real Property Leases and as of the Business ContractsClosing Date, Seller shall retain all rights relating thereto. (c) The amount If any tenant of rentsthe Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Taxes and charges for sewerPurchaser shall, water, telephone, electricity and other utilities relating within thirty (30) days after receipt of such payment with respect to the Real Property Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant, and the real property subject Closing Date, and the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall pay such excess to the Real Property LeasesPurchaser at Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. Specifically, Seller will prepare a reconciliation as of the Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for operating expenses and real estate taxes and assessments in excess of the applicable expense stop, if any, specified in each Lease (collectively, “Operating Expense Recoveries”) for calendar year 2016. If less amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Leases if the reconciliations under such Leases were completed as of the Closing Date based on the operating expenses and real estate taxes and assessments incurred by the Seller for calendar year 2016 up to the Closing Date (as prorated pursuant to this Section 5.4.1), Purchaser will pay such difference to Seller at Closing as an addition to the Purchase Price. If more amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Leases if the reconciliations under such Leases were completed as of the Closing Date based on the operating expenses and taxes incurred by the Seller for calendar year 2016 up to the Closing Date (as prorated pursuant to this Section 5.4.1), Seller will pay to Purchaser at Closing as a credit against the Purchase Price such excess collected amount. Purchaser and Seller agree that such proration of Operating Expense Recoveries at Closing for calendar year 2016 will fully relieve Seller from any responsibility to Tenants or Purchaser for such matters subject to Seller’s and Purchaser’s right and obligation to finalize prorations within one hundred eighty (180) days after the last day of the calendar year in which the Closing occurs solely to make adjustments necessary to the extent estimates used in the calculation of such reconciliation at Closing differ from actual bills received after Closing for those items covered by such reconciliation at Closing or to correct any errors. In this regard, Purchaser will be solely responsible, from and after Closing, for (i) collecting from Tenants the amount of any outstanding Operating Expense Recoveries for calendar year 2016 for periods before and after Closing, and (ii) where appropriate, reimbursing Tenants for amounts attributable to Operating Expense Recoveries for calendar year 2016, as may be necessary based on annual reconciliations for Operating Expense Recoveries for such calendar year. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other items (excluding utility companies, and any other Taxes) normally adjusted persons or entities who supply goods or services in connection with similar transactions. Except as otherwise agreed by the parties, Property if the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior same are assigned to date of Purchaser at the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof, including, without limitation, any amounts paid by tenants of the Property and held by Seller as actual or estimated prorations as if real estate taxes pursuant to such tenant’s leases. (m) If Purchaser shall be assuming the Existing Financing, interest payable on the Existing Financing. (a) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing were occurring on because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such dateitems shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate Tax or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of Taxes taxes or assessments shall be based upon recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the Tax rate proper party reimbursed, which obligations shall survive the Closing. (b) If Purchaser shall be assuming the Existing Financing, Purchaser shall be given a credit at the Closing for the preceding year applied then current principal balance of the Existing Financing and Seller shall be given a credit for the amount of all security, escrows and deposits held in connection with the Existing Financing (to the latest assessed valuation extent not replaced by Purchaser or released by Existing Lender). 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and such Taxes shall be reprorated upon the request of Seller, on the one hand, expenses incurred by Seller in connection with any new Leases or Purchaser, on the other hand, made within sixty (60) days modifications to any existing Leases entered into after the date that hereof in accordance with the actual amounts become availableterms and conditions set forth in Section 7.2.3(a) of this Agreement except for any such costs and expenses designated as Seller Leasing Costs in the following sentence. Except as set forth on Exhibit Q (the “Purchaser Assumed Pre-Existing Brokerage and TI Costs”), Seller shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement (collectively, “Seller Leasing Costs”). At Closing, Purchaser 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 1.06. To shall receive a credit against the extent required by Purchase Price for any approval portion of the transfer of Purchaser Assumed Pre-Existing Brokerage and TI Costs still outstanding and payable by Purchaser post-closing. Purchaser shall be responsible for and expressly assumes the FERC project licenses related to the Hydro Units, Seller agrees obligation to pay all annual charges accrued Purchaser Assumed Pre-Existing Brokerage and TI Costs and all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees for any new leases entered into either prior to or from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into either prior to or from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such licenses as instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 The provisions of this Section 5.4 shall survive the Closing.

Prorations. The following items relating to the Assets 15.1 Water and the ownership other utility charges; fuels; prepaid operating expenses; real and operation of the Generating Assets will be allocated pro rata per diem personal property taxes prorated on a "net" basis (i.e. adjusted for the tax year that includes the date of Closingall tenants' liabilities, with Seller liable if any, for such items to the extent they are allocable to items); tenant reimbursement obligations for operating expenses paid by Seller for the period prior to the date Closing Date; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser liable agrees to re-prorate such amount as it relates to the real estate tax proration for such items the current tax year to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) such tax contest is successful. All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled final except as provided in Paragraphs 15.2, 15.3 and 15. 15.2 All base rent, percentage rent and other common area maintenance, tax and insurance charges actually paid by tenants under the Leases and all other items of income actually received from the operation of the Property (all such charges other than base rent, "Additional Rent") shall be prorated as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06Proration Date. To the extent required by the Leases provide for the adjustment of previously paid estimates of Additional Rent on a date after the Proration Date, Seller shall be entitled to receive, or shall be responsible to pay, as the case may be, its pro rata share of any approval such adjusted amounts which are applicable to periods ending prior to the Proration Date. If the Additional Rent due from tenants for 1996 (exclusive of Additional Rent due from Corestates Bank) is less than $20,000, Seller shall receive a credit from Purchaser at Closing for such amount due, and such credit shall be final, irrespective of the transfer amounts actually collected by Purchaser from tenants). If the Additional Rent due from tenants for 1996 is greater than $20,000 (exclusive of Additional Rent due from Corestates Bank), Purchaser's credit to Seller for amounts in excess of $20,000 shall be escrowed at Closing, and disbursed to Seller based on the amount actually collected from tenants. Notwithstanding the foregoing, Purchaser shall not be obligated to credit Seller at Closing for any Additional Rent due from Corestates Bank in excess of $20,000 and any amount due from Corestates Bank in excess of $20,000 shall be escrowed and disbursed in the same manner provided in the foregoing sentence with respect to Additional Rent due from other tenants. Purchaser shall deliver to each tenant of the FERC project licenses related Property (with a copy of each to Seller) a final reconciliation of Additional Rent due for calendar year 1996 on or before March 15, 1996. Purchaser shall use reasonable efforts (without any obligation to terminate leases or initiate lawsuits) to collect such Additional Rent from such tenants. On or before June 1, 1996, Purchaser shall provide Seller with a reconciliation of the amount of all Additional Rent collected from tenants for calendar year 1996, and the amount so collected shall be promptly disbursed from the aforementioned escrow to Seller (or paid by Purchaser to Seller from amounts collected, if the escrowed amount is less than the full amount of Additional Rent collected for calendar year 1996). Notwithstanding anything to the Hydro Unitscontrary herein, Seller agrees to pay all annual charges accrued under such licenses as the provisions of this Paragraph shall survive the Closing. 15.3 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 180 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 150 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. This Paragraph 15.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.4 All refunds in connection with any ongoing real estate tax protests for the Property initiated by Seller prior to the Closing shall remain the property of Seller and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, Purchaser agrees to promptly remit all such sums to Seller. Purchaser agrees, at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller in connection with such tax protests.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following items relating (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(b) below. (ii) Seller shall credit Purchaser at Closing with all cash Security Deposits and any prepaid rents, together with any interest to be paid to the Assets Tenant thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem estimated adjustment shall be made for the days between the meter reading date and the ownership Closing Date based on the most recent meter reading. (iv) Amounts payable under the Service Contracts. (v) All real estate and operation personal property taxes and assessments, prorated for the period for which such taxes and assessments are assessed, regardless of when payable, on the basis of the Generating Assets number of days in such period the Property will have been owned by Seller and Purchaser, respectively. If the current tax ▇▇▇▇ is not available at Closing, then the proration shall be allocated pro rata per diem made on the basis of the most recent ascertainable tax ▇▇▇▇. Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the tax fiscal year in which Closing occurs have been determined but have not been paid before Closing, Seller shall be charged and Purchaser credited at Closing with an amount equal to that includes portion of such taxes and assessments which relates to the period before the date of Closing, with Seller liable for such items and Purchaser shall pay the taxes and assessments prior to the extent they are allocable same becoming delinquent. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Purchaser shall, at Closing, assume all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right to meet with governmental officials and to continue to contest any reassessment or assessment of the Property or any portion thereof as set forth on Exhibit P and to attempt to obtain a refund for any taxes previously paid. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the date Closing Date and Purchaser shall retain all rights with respect to any refund of taxes applicable to any period on or after the Closing Date (vi) [This section intentionally omitted.] (vii) Seller shall be responsible for all salary, bonus (including any stock bonus) and benefits owed to the Company California Employees on account of employment prior to the Closing. To the extent that any of Westcore Management’s employee benefits impose a waiting period on new employees before such benefit will be available, and Seller or MCRC has the ability to continue comparable benefits post-Closing in favor of the Company California Employees, during all or a portion of such waiting period, payment to Seller or MCRC of the costs of continuing such benefits for such period. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, 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 Purchaser liable a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for such items to utilities will be made if possible as of the extent they are allocable to periods beginning with and subsequent to Closing Date, in which event no proration will be made at the Closing: (a) Property Taxes on or Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the Assetsutility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Rents, additional rents, Taxes, Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to the extent normally adjusted in connection with similar transactions, and other items payable or collected by Seller under and attributable to any period following the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactionsProration Time. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of After the Closing, Seller will provide cause to be paid or turned over to Purchaser with a reasonably detailed schedule showing a calculation 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 proration share of building operation and maintenance costs and expenses as provided for under the 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 estimated prorations as if Property. For purposes of this Agreement, rental is “Delinquent” when it was due prior to the Closing were occurring Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such dateamounts and will not be required to (i) pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant, (ii) terminate the Lease with respect to any such Tenant, or (iii) terminate any Tenant’s right to possession under such Lease. If After the Closing, if Purchaser declines to pursue a collection action against a Tenant for Delinquent Rental, then Seller shall have the right to do so; provided, however, that Seller shall not (A) terminate any Lease or terminate or disturb Tenant’s right to possession thereunder, or (B) commence any lawsuit until the earlier of one year after the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied Date or one month prior to the latest assessed valuation expiration of the statute of limitations with respect to such claim. All sums collected by Purchaser from and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty after Closing from each Tenant (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other records specific services as may described in and governed by Section 10.4(d) below) will be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related applied first to the Hydro Unitsmonth in which the Closing occurs, then to current amounts owned by such Tenant to Purchaser and then to delinquencies owed by such Tenant to Seller. Any sums due Seller agrees will be promptly remitted to pay all annual charges accrued under such licenses as of the ClosingSeller.

Prorations. The following items relating Collected Rents and any other amounts (including, without limitation, payment of base rent, ground rent, parking income and reimbursements of Property operating costs) paid by tenants applicable to the Assets and month in which the ownership and operation Date of Closing occurs or prepaid by tenants for months after the month in which the Date of Closing occurs shall be prorated as of the Generating Assets will Date of Closing and be allocated pro rata per diem for adjusted against the tax year that includes Purchase Price on the date basis of a schedule (the “Rent Schedule”) which shall be prepared by Seller and delivered to Purchaser two (2) business days prior to Closing, with Seller liable for such items . The Rent Schedule shall set forth (i) rents and other amounts payable applicable to the extent they are allocable month in which the Date of Closing occurs, (ii) rents and other amounts collected by Seller applicable to the period prior month in which the Date of Closing occurs, and (iii) rents and other amounts due but uncollected and applicable to the date month in which the Date of Closing occurs, (the latter unpaid obligations being referred to herein as the “Current Delinquencies”), as well as rental and other payment delinquencies (excluding those applicable to the month in which the Date of Closing occurs) which are owed to Seller but uncollected as of the Date of Closing (“Delinquencies”). Purchaser shall receive a credit against the Purchase Price for any cash security and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or other deposits with respect to the AssetsLeases, which deposits are held by Seller and have not been applied or forfeited as of Date of Closing. Such cash deposits will be kept by Seller. In the event that any security deposits are in the form of letters of credit or other financial instruments, Seller will, at Closing, assign its interest in such letters of credit or financial instruments to Purchaser, and, following Closing, Seller will cooperate with Purchaser, at no cost to Seller, in order to cause Purchaser to be named as beneficiary under such letters of credit and other financial instruments to be assigned to Purchaser, and Purchaser shall not receive a credit against the Purchase Price for such security deposits. (b) Rents4.4.1. Vault charges, additional rentsproperty taxes, Taxessewer charges, to the extent normally adjusted in connection with similar transactions, utility charges and other items operating expenses actually paid or payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date the Date of Closing, and which have not been reimbursed to Seller by tenants, shall be prorated as of the Closing. At least Date of Closing and adjusted against the Purchase Price, provided that within ninety (90) days prior to date of after the Closing, Purchaser and Seller will provide shall make a further adjustment for such charges which may have accrued or been incurred prior to the Date of Closing, but not collected or paid at that date. In addition, (i) within thirty (30) days following the Closing Date, Seller shall cause the Manager to complete the tenant expense reconciliations for 2014 and deliver the reconciliation statement to Purchaser, (ii) to the extent the reconciliation statement shows a net amount owed to Seller, Purchaser with shall within ten (10) days pay such amount to Seller, (iii) to the extent the reconciliation statement shows a reasonably detailed schedule showing net refund owed tenants, Seller shall within ten (10) days pay such amount to Purchaser, and (iv) Purchaser shall be responsible delivering the reconciliation statements to the tenants and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a calculation result of such reconciliations. Purchaser shall be responsible for completing tenant expense reconciliations for 2015 and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a result of such reconciliations. All prorations shall be made on a 365-day calendar year basis, using actual number of days in the month. DAL:0590722/00075:2361764v4 Taxes. Real estate taxes, personal property taxes, special assessments (and installments thereof) and other governmental taxes and charges relating to the Property, including annual or periodic permit fees, (collectively, “Taxes”) payable during the year in which Closing occurs shall be prorated as of the estimated prorations as if Date of Closing and adjusted against the Closing were occurring on such datePurchase Price. If Closing occurs before the Closing shall occur before a real estate Tax rate is fixedactual Taxes payable during such year are known, the apportionment proration of Taxes shall be based upon the Tax rate basis of Taxes for the Property payable by Seller during the immediately preceding year; provided, however, that if the Taxes payable during the year in which Closing occurs are thereafter determined to be more or less than the Taxes payable during the preceding year applied to (after any appeal of the latest assessed valuation thereof is concluded), Seller and such Purchaser promptly (but no later than November 15, 2015), except in the case of an ongoing tax protest), shall adjust the proration of Taxes shall be reprorated upon the request of Seller, on the one hand, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment, and further provided that any reproration of an increase in real estate taxes shall take into account only increases in the tax rate or millage, i.e., any portion of any real estate tax increase attributable to an increase in assessed value shall not be taken into account. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in real estate taxes assessed against the Property. All refunds or tax savings relating to real estate taxes (a) shall inure to the benefit of Seller if such refunds or tax savings relate to any period for which Seller owned the Property and (b) shall inure to the benefit of Purchaser if such refunds or tax savings relate to any period for which Purchaser owned the Property; provided, however, each party shall pay its proportionate share of the legal and consulting fees actually incurred in connection with either party’s application for such refunds and tax savings, which proportionate share shall be based on the other handamount of tax refunds or tax savings received by each party. This covenant shall not merge with the deed delivered hereunder but shall survive the Closing. If for the current ad valorem tax year the taxable value of the Property is determined by a special appraisal method that allows for appraisal of the Property at less than its market value, made within sixty (60) days after the date person to whom the Property is transferred may not be allowed to qualify the Property for that special appraisal in a subsequent tax year and the actual amounts become availableProperty may then be appraised at its full market value. Seller and Purchaser 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 1.06. To the extent required by any approval of In addition, the transfer of the FERC project licenses related to Property or a subsequent change in the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as use of the ClosingProperty may result in the imposition of an additional tax plus interest as a penalty for the transfer or change in the use of the Property. The taxable value of the Property and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the Property is located.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes Seller and Purchaser agree to adjust, as of 11:59 p.m. on or with respect to the Assets.day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (bi) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items Utility charges payable by Seller under Seller, if any, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property Leases and the Business Contracts. (c) The amount of rentsProperty, 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 Seller will cause readings of all such prorations will said meters to be settled and paid as of date of the Closing. At least ninety performed not more than five (905) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on such datethe most recent meter reading. (ii) License fees and any other amounts payable under the AT&T Wireless License, if any. (iii) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before a real estate Tax the tax rate is fixed, the apportionment of Taxes real estate taxes shall be based upon the Tax basis of the tax rate for the preceding year applied to the latest assessed valuation valuation. (iv) Any unconfirmed assessments will be satisfied in full by Seller at Closing. Seller will be charged and such Taxes credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be reprorated upon set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the request Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of Seller, on the one hand, or Purchaser, on Purchase Price at the other hand, made within sixty (60) days after the date that Closing. If the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses Proration Items are not known as of the ClosingClosing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months.

Prorations. The following items relating to shall be adjusted between Seller and Buyer and shall be prorated as of 12:01 A.M. (Eastern Time) on the Assets and Closing Date with Buyer deemed the ownership and operation owner of the Generating Assets will be allocated pro rata per diem for Property on the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the entire Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the ClosingDate: (a) Rents, common area charges, escalations and other tenant reimbursements (other than security deposits and real property taxes reimburseable by tenants on any annual basis) payable under the Existing Leases and New Leases (collectively, the "RENTS") for the Property or portions thereof shall be prorated as of the Closing Date on an accrual basis. If any Rents are delinquent as of the Closing Date (hereinafter called the "DELINQUENT RENTS"), then all Rents collected by Purchaser after the Closing shall be applied first to current Rents and then to Delinquent Rents, provided further that any Delinquent Rents paid by Tenants therefor and specifically identified as such by the Tenant shall be treated as a reimbursement of such charges regardless of the order of priority otherwise set forth in this SECTION 8.5(a). Buyer shall use reasonable efforts until December 31, 2004 to collect any Delinquent Rents, including any unpaid amounts previously billed for common area maintenance charges, Real Estate Taxes on or with respect and insurance for the year ending December 31, 2003 (the "2003 RECONCILIATION PAYMENTS") that accrued prior to the AssetsClosing Date. Seller agrees to forward any Rents received by it after the Closing Date to Buyer for application in accordance with the provisions hereof. The amount of any security deposits that are required to be returned to Tenants under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such security deposits). Seller may not pursue litigation against any tenant for Delinquent Rents or 2003 Reconciliation Payments. (b) Rents, additional rents, Taxes, to Real Estate Taxes for the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities then current year 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 shall be settled and paid prorated as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such dateDate. If the Closing shall occur before a real estate Tax the tax rate is fixedfixed for the then current year, the apportionment of Taxes taxes shall be based upon made on the Tax basis of the tax rate for the immediately preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon of the request of SellerProperty, on provided that, if the one handtaxes actually due for the current year are more or less than the taxes for the preceding year, or Purchaser, on the other hand, made then within sixty thirty (6030) days after the date that issuance of the actual amounts become available. then current year's tax ▇▇▇▇, Seller and Purchaser agree Buyer shall adjust the proration of such taxes and Seller or Buyer, as the case may be, shall pay to furnish each the other any amount required as a result of such adjustment; this covenant shall not merge with such documents the Deed delivered hereunder but shall survive the Closing. All special taxes or assessments assessed prior to the Closing Date shall be paid by Seller, and those assessed after the Closing Date shall be paid by Buyer. Tax reimbursements from Tenants shall, upon receipt, be equitably prorated and reimbursed to Seller. Buyer shall make reasonable efforts to promptly collect all tax reimbursements from the Tenants. (c) All other records income from, and expenses of, the Property, including but not limited to public utility charges, interest, maintenance charges and service charges, shall be prorated as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06of the Closing Date, except as set forth hereinbelow. To the extent required by that information for any approval such proration is not available at the Closing, the parties shall effect such proration within ninety (90) days after Closing. If, however, the proration of percentage rental from any Tenant or any other item of income or expense cannot be made within ninety (90) days after the Closing, then the proration of such item for each such Tenant shall be made within ten (10) days after the information relating to such item becomes available. Percentage rents for each Tenant Lease shall be prorated on the basis of the transfer number of days lapsed during the Tenant's percentage rent period as of the FERC project licenses related to Closing Date and not on the Hydro Unitsbasis of the amount of the Tenant's sales which accrued during such percentage rent period as of the Closing Date. Within ninety (90) days after the Closing Date, Seller agrees to pay all annual charges accrued provide Buyer (i) a detailed operating expense statement for the actual costs incurred by Seller for operating expenses and other pass-through items that are reimbursable to Seller, as landlord, by Tenants under such licenses as the Leases (collectively, the "REIMBURSEMENT EXPENSES") that covers the period from the beginning of the then current billing/reconciliation period for such party through the Closing Date together with copies of supporting invoices and other documentation supporting the expenses; and (ii) a statement showing amounts actually collected by Seller as estimated payments or otherwise from the Tenants for the Reimbursement Expenses that covers the period from the beginning of the then current tenant billing/reconciliation period through the Closing Date. Buyer and Seller agree that they will promptly, at the end of the calendar year of the year in which the Closing occurs (or, if the current billing/reconciliation period ends on other than the end of the calendar year, the end of the current applicable billing/reconciliation period), reconcile the Tenants' payments of the Reimbursement Expenses, and Buyer will ▇▇▇▇ the Tenants promptly for any amounts owed by the Tenants to landlord for payment of the Reimbursement Expenses. In reconciling the Tenants' payments of the Reimbursement Expenses, Buyer and Seller agree to reallocate between them the total amount actually collected by Buyer and Seller for the Reimbursements Expenses for the calendar year (or other applicable billing/reconciliation period corresponding to the applicable period for reconciling the Reimbursement Expenses under the Leases) in which the Closing occurs based on the proportion that the actual costs incurred by each party for the Reimbursement Expenses bears to the total of the Reimbursement Expenses incurred by the parties combined. To the extent either party has collected more than its share of the Tenants' payment for the Reimbursement Expenses as determined by the preceding sentence, such party shall promptly remit such excess amount to the other party; PROVIDED, to the extent the Tenants are due a refund for overpayment of the Reimbursement Expenses attributable to any such excess amount, Buyer may retain such excess amount for the purpose of reimbursing amounts due to Tenants in reconciling the such party's payment of the Reimbursement Expenses. After making the adjustments provided by the previous two sentences, Buyer will promptly remit Seller's pro rata share of any additional amounts actually collected from the Tenants as the result of reconciliation billing to the Tenants for the Reimbursement Expenses due landlord. In the event any amounts are owing to the Tenants, Buyer will notify Seller of its pro rata share of such amounts, with appropriate back-up, and Seller will promptly within thirty (30) days after receipt remit its share of such amounts to Buyer who will then reimburse the Tenants for any amounts owed by landlord. In reconciling the Tenants' payments and determining the pro rate share due to or from Seller, the total amount owing to the Tenants or the total amount collected from the Tenants, shall be multiplied by a fraction the numerator of which shall be the actual expenses incurred by Seller for the Reimbursement Expenses for the applicable billing/reconciliation period and the denominator of which will be the total of the Reimbursement Expenses incurred by both Buyer and Seller combined for the applicable tenant billing/reconciliation period for such expenses. (d) Seller shall calculate the prorations contemplated by this SECTION 8.5 for Closing for Buyer's review and approval. Buyer and its representatives and auditors shall be afforded the opportunity to review all underlying financial records and work papers pertaining to the preparation of Seller's proration statements, and Seller will provide Buyer such backup information as is reasonably requested to verify Seller's proposed prorations. (e) At the Closing, Buyer shall pay the deed and/or other recordation fees and the cost of obtaining a Phase One or other environmental audit/engineering reports. Seller shall pay the documentary stamp tax on the transfer, deed stamp or other similar taxes or fees, the premium for the issuance by the Title Company of the Title Policy (except that the cost of any endorsements requested by Buyer's lender, shall be at Buyer's sole cost and expense) and all title search, underwriting, and other related fees and expenses charged by the Title Company and the cost of obtaining the Survey. (f) Notwithstanding anything to the contrary herein, to the extent set forth in SECTION 8.6, Seller reserves the right to protest any Real Estate Taxes relating to the period prior to the Closing Date and to receive and retain any refunds on account of such Real Estate Taxes. (g) The obligations of Seller and Buyer under this SECTION 8.5 shall survive for one (1) year from the Closing Date.

Prorations. (a) The following items relating shall be prorated between Seller and Purchaser as of 11:59 p.m. on the date immediately preceding the Closing Date; prorations credited to Purchaser shall reduce the Assets Purchase Price and prorations credited to Seller shall increase the ownership Purchase Price at Closing as follows: (i) city, state, and operation county ad valorem taxes for the year in which the Closing occurs based on the ad valorem tax bills for the Purchased Property, if then available for such year, or if not, then on the basis of the Generating Assets will be allocated pro rata per diem ad valorem tax b▇▇▇ for the Purchased Property for the immediately preceding year. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year that includes and should such proration prove to be inaccurate on receipt of the date ad valorem tax b▇▇▇ for the Purchased Property for the year of Closing, with then either Seller liable or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such malapportionment); (ii) sanitary sewer taxes and utility charges, if any; provided, however, that Purchaser may elect, prior to Closing, to require that the meters for all utility charges be read and terminated as of the end of the last business day preceding the Closing Date, in which case Seller shall be responsible for and shall pay for all such items to the extent they are allocable charges first accruing or relating to the period prior to the date of Closing Date; (iii) all payment obligations under the Closing Assumed Contracts and Leases; and (iv) resident rents and other revenues (including Prepaids and Deposits, if any). Purchaser and Seller shall prepare a proposed schedule (the “Proration Schedule”) not later than two (2) business days prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to the Purchased Property. Seller and Purchaser liable for such items will use all reasonable efforts to finalize and agree upon the extent they are allocable Proration Schedule at least two (2) business days prior to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, Seller shall receive all income from the Purchased Property attributable to the extent normally adjusted period prior to the Proration Date (as defined below) and shall, unless otherwise provided for in connection with similar transactionsthis Agreement, and be responsible for all expenses of the Purchased Property attributable to the period prior to 11:59 P.M. on the date immediately preceding the Closing Date (the “Proration Date”). In the event Purchaser receives any payment from a resident for rent due for any period prior to the Proration Date or payment of any other items payable by Seller under the Real Property Leases and the Business Contractsreceivable of Seller, Purchaser shall forward such payment to Seller. Payments received from a resident shall be allocated first to any current balances due from such resident. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating Purchaser shall receive all income from the Purchased Property attributable to the Real period from and after the Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of the Purchased Property and the real property subject attributable to the Real Property Leasesperiod from and after the Proration Date. In the event Seller or Seller’s affiliates receive any payment from a resident for rent due for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) All other The parties agree that any amounts that may become due under this Section 3.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed shall be made by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least parties within ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if after the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes Date and any amounts due at that time shall be based upon the Tax rate for the preceding year applied promptly forwarded to the latest assessed valuation and respective party to whom such Taxes amounts are due in a lump sum payment. Any additional amounts which may become due after such determination shall be reprorated upon forwarded at the request of Seller, on the one hand, or Purchaser, on the other hand, made time they are received. Any amounts due under this Section 3.4 which cannot be determined within sixty ninety (6090) days after the date Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and Seller agree that each shall have the actual amounts become availableright to audit the records of the other in connection with any such post-Closing reconciliation. Seller and Purchaser 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 Any payments made pursuant to this Section 1.06. To 3.4 shall be treated as a purchase price adjustment for income tax purposes. (e) Purchaser shall receive a credit towards the extent required Purchase Price for the Accrued Employee Vacation and any other obligations as otherwise expressly agreed by any approval Purchaser and Seller. (f) This Section 3.4 shall survive the Closing for a period of one (1) year following the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingClosing Date.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); interest on and any fees including, without limitation, credit enhancement, issuer or trustee fees respecting the Bonds; water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; real and personal property taxes; and other similar items relating shall be adjusted ratably as of 11:59 p.m. on the day prior to the Assets Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits for taxes and insurance established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the ownership and operation amounts thereof shall be a credit to Seller at the 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 Generating Assets items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be allocated pro rata per diem final except as to delinquent rent referred to in Paragraph 12.2 below and except for the tax year that includes the date real estate taxes which will be reprorated upon receipt of Closingactual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", with Seller liable will give Purchaser a credit of $250 for such items unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the extent they are allocable to form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to the date Closing Date will first be applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt", but only to the extent such pre-closing indebtedness has not been paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingDeed.

Prorations. The following items relating to 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits and, if applicable under the Assets and the ownership and operation laws of the Generating Assets State of North Carolina, interest thereon (which will be allocated pro rata per diem assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes, operating expenses which are reimbursable by the tenants for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. In addition, subject to the provisions of Paragraph 25 below, Purchaser shall give Seller a credit at closing for all escrows, reserves and holdbacks held by the lender under the Loan Documents, which escrows, reserves and holdbacks shall be assigned to Purchaser. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date, after the payment to Purchaser of all current basic rent, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with delivery and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date recording of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the Closingdeed.

Prorations. The (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following items (collectively, the “Proration Items”) real estate and personal property taxes and assessments normally billed and collected in the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed), and Pre-Closing Taxes (other than those described above) for the current Tax period or that are not yet delinquent. Seller will be charged and credited for the amounts of all of the Proration Items relating to the Assets period up to and including the ownership Closing Time, and operation Purchaser will be charged and credited for all of the Generating Assets Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be allocated pro rata per diem for made at Closing on the tax year that includes basis of the date best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of Closingthe actual figures, with and a final cash settlement will be made between Seller liable for such items and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s and the Owners’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before the date six (6) months after the Closing Date (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsections (e) and (g) which are governed by Section 3.2), will survive the Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they are allocable were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of six (6) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will not be required to expend any funds or incur any monetary obligations with respect to such efforts, and shall have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller shall have the right to pursue Delinquent Rentals after Closing. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the date of Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and Purchaser liable tenant specific ▇▇▇▇▇▇▇▇ for such items tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the extent they are allocable contrary) will be applied first to periods beginning with and subsequent amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to institute legal actions to pursue Delinquent Rental after Closing: (a) Property Taxes , but in no event shall Seller be permitted to institute eviction proceedings against any Tenant or to levy against or seize any personal property of any Tenant located on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases or to garnish or attach any rentals due under any Tenant Lease. Any sums collected by Purchaser and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations due Seller will be settled and paid as of date of the Closing. At least ninety (90) days prior promptly remitted to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. and any sums collected by Seller and due Purchaser agree will be promptly remitted 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 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the ClosingPurchaser.