Common use of Prorations Clause in Contracts

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be 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for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved.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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.

Prorations. 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 a) All items of expense revenue and income expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be adjusted ratably prorated as of 12:01 a.m. 11:59 pm on the Closing Date ("Proration Date"). Seller shall be entitled the “Apportionment Time”) 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 allocate between (x) the Joint Venture as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due 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 paid by Sellerentitled 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. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent 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 Date 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 paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be made on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as actual number of days in the year and month in which the Closing Date, Purchaser and Seller agree that occurs or in the tax bill existing prior to the conte▇▇ ▇hall period of computation. Any item which cannot be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of 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 accordance each case with the terms time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary 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 and Purchaser shall give Purchaser credit for an amount, determined agree on an accrual basis, equal to the abatement final determination of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect all prorations included on the Closing Date. Subject to Statement (the other terms of this Agreement“Proration True-Up Statement”), Purchaser shall assume the performance of all terms, covenants and conditions of the Leases provided that with respect to property tax prorations, Seller and Purchaser shall agree on the period from and final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing DateStatement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statement.

Prorations. 15.1 Rent6.7.1. Real property taxes, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilitiestaxes, 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 anycollected by Seller, remitted to Buyer for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")purpose. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not (a) cause Tenant to be entitled 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 any period prior to Close of Escrow, the recipient shall promptly deliver a credit for all transferable utility deposits transferred hereunder, if anycopy of such tax ▇▇▇▇ to the other party, 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 not later than ten (10) days prior to the Closing Date 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. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Real Property entered into prior to execution of the Agreement including, but not limited to, commissions 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. AssessmentsAll 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, excluding regular ad valorem real estate taxesin all events, payable in installments to the prior 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 judgments, of any kind or nature, including court costs and reasonable attorney 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 Close of Escrow and which are due in any way related to the Property. 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 Closing Date shall be paid by Purchaser. If the amount Close of Escrow and which are in 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 way related to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateProperty.

Prorations. 15.1 Rent12.1. The following items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, additional rentand credited against the balance of the cash due at Closing: i) rents (exclusive of delinquent rents, but including prepaid rents); ii) refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); iii) water and other utility charges; iv) fuels; v) prepaid operating expenses; vi) real and personal property taxes and assessments (adjusted for all tenants' liabilities, if any, for such items); and all other items "Taxes") prorated on a "net" basis based on 105% of expense and income the most recent actual tax bills. The amount of the proration shall be adjusted ratably calculated by (1) determining the net amount (the "Net Amount") of (x) the amount of all Taxes accrued but not yet due and payable as of 12:01 a.m. the Closing (based on the Closing Date most recent actual bills), minus ("Proration Date")y) the aggregate amount payable by tenants of the Property for their respective shares of Taxes for the time period covered by the proration; (2) multiplying the Net Amount by 105%. In addition, Seller shall be entitled to give Purchaser a credit for all transferable utility deposits transferred hereunderthe aggregate amount actually paid or deposited by tenants of the Property, if anyas of the Closing, 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 their respective shares of Taxes for the time period covered by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments proration; vii) operating expenses which are due reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be paid by credited to Seller; and viii) other similar items. Assessments, excluding regular ad valorem real estate 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. If All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All monies received after Closing by Purchaser from any ongoing real estate tax contest tenant of the Property who is indebted under a lease for rent for any period prior to and including 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 and other charges shall be deemed a "Post-Closing Receipt" but only to the extent such pre-closing indebtedness has not been finalized as 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 set forth both current and delinquent rent amounts on tenant bills in an effort to collect all amounts owing from tenants, including those which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts and the performance cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 RentEscrow Holder will prorate between the parties, additional rentin Cash, water to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other utility charges; fuels; operating expenses; real tenant charges and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); 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 additional rents received by Buyer from 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 tenant after the Closing Date shall be paid by Sellerapplied first to collection costs and then to the most recently accrued obligation of such tenant. AssessmentsAfter application as set forth above, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be paid by Purchaserdeemed to be payment for the prior month’s outstanding rent due. If In the amount of event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the items to be prorated is not then ascertainable, the adjustments thereof unavailability of information shall be tentatively prorated on the basis of the most recent ascertainable databest data then available and re-prorated when the information is available. If any ongoing real estate tax contest has items to be adjusted are not been finalized as of determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing Date, Purchaser within thirty (30) days following the final determination of 2012 taxes and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data assessments for the tax year being contested, Project (the “Final Adjustment Date”). The provisions of this Article 5 and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser obligations of Sellers and Buyer hereunder shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of survive the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller and shall not 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 deemed merged into any instrument delivered at Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rentbut 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 (adjusted for all tenants' liabilities, if any, for such items)taxes; and all other similar 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 credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by at Closing, the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable proceeds in installments which are due prior to the Closing Date said escrows shall be paid by Sellerassigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments, excluding regular ad valorem real estate 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. If 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 ongoing real estate tax contest has 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 reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not been finalized as of be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts, and in the performance event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 Rent(a) Non-delinquent real property taxes and any current installments on any improvement assessment liens, additional rent, water ▇▇▇▇▇-▇▇▇▇ bond payments and other utility charges; fuels; operating expenses; real similar assessments affecting the Real Property and any personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income affecting the Personal Property shall be adjusted ratably as of 12:01 a.m. prorated based on the Closing Date most recent available tax bills using a 30-day month and a 360-day year. Any increase in real property taxes and assessments arising out of the sale of the Real Property to Buyer ("Proration Date"or its assignee). Seller shall be entitled , or a sale or change in ownership after the sale to a credit for all transferable utility deposits transferred hereunder, if anyBuyer, and all other utility deposits, if any, may be withdrawn by any supplemental real property taxes 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 assessments arising out of any construction pertaining to the Closing Date Real Property completed following the Close of Escrow shall be paid by SellerBuyer when assessed, and Buyer shall indemnify Seller from and against all such taxes. Assessments, excluding regular ad valorem Any supplemental real estate taxes, payable in installments which are due subsequent to property taxes or private assessments arising out of any occurrence before the Closing Date Close of Escrow 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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year when assessed to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant taxes or assessments are attributable to Paragraph 15.4 below. Purchaser shall be credited with any period before the Close of Escrow, and Seller shall indemnify Buyer from and against all such taxes and assessments. The parties’ indemnification obligations under this Section shall survive the Close of Escrow. (b) Non-delinquent rentals and other charges payable by tenants shall be charged with an amount equal prorated based on the updated Rent Roll delivered pursuant to Section 5(c)(v). Rentals are delinquent when payment thereof is more than thirty (30) days past due as of the Close of Escrow. In addition, rentals from a tenant less than thirty (30) days past due will be considered delinquent if that tenant also has at least one month of rental more than thirty days past due (e.g. if a tenant has not paid its monthly rental for January of a year, and assuming a date after February 1 for the Close of Escrow, due to the sum January delinquency the rental for the month of February also will be considered delinquent even though it is less than thirty (i(30) all Tenant security deposits and interest thereon required under the Leases, and (ii) days past due). Escrow Holder shall credit the amount of any other credits due to Tenants security deposits held by Seller as shown on the Rent Roll against the Purchase Price payable by Buyer. Rentals collected by Seller not shown on the updated Rent Roll and delinquent rentals collected by Buyer as hereafter provided shall be prorated by the parties outside of escrow as of the Closing Date in accordance with and paid to the terms entitled party as soon as practical from time to time as collected. After the Close of Escrow Buyer shall use its commercially reasonable efforts to collect any delinquent rentals, but Buyer shall not be required to file suit or evict a tenant. If, after making diligent efforts to collect delinquent rentals from any tenant or tenants, or ninety (90) days after the Close of Escrow, whichever first occurs, Buyer elects not to file a legal action against such tenant or tenants, Buyer shall notify Seller, and Seller may file a legal action or actions against such tenant or tenants for the delinquent rentals owing to Seller except that Seller shall not pursue an eviction remedy. Delinquent rentals collected by Buyer, net of the Leasesreasonable costs of collection (including attorney’s fees), including prepaid rent. Seller shall be entitled applied first against rent accruing for the month in which the Closing occurs, then against any other amounts owing Buyer, then against other amounts most overdue. Percentage rent, if applicable and if any, for the rental period including Closing shall be prorated upon receipt, based upon the tenant’s sales for the portion of the lease year allocable to retain all Tenant security depositsSeller’s and Buyer’s respective ownership of the Property. (c) No later than two (2) business days before the Close of Escrow, 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 credit for an amount, determined parties will prorate outside of escrow on an accrual basisbasis all known deposits and operating expenses concerning the Property, equal refundable deposits held by any governmental agency or utility that will be assigned to Buyer at the Close of Escrow. If any of the foregoing cannot be apportioned at the Closing Date because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned and paid to the abatement of rent for any period on and entitled party as soon as practicable after the Closing Date to which Tenants are entitled under Leases Date, but in effect on no event later than ninety (90) days after the Closing Date. Subject Sewer, gas, electric, telephone and other utility charges, to the other terms of this Agreementextent not reimbursed or paid directly by tenants, Purchaser shall assume not be prorated but shall be paid by Seller to the performance utility company. (d) Buyer and Seller shall take all steps necessary to effectuate the transfer of all terms, covenants and conditions utilities presently in Seller’s name into Buyer’s name as of the Leases Close of Escrow. Where necessary, Buyer will post deposits with respect to the period from utility companies. (e) All prorations and after adjustments shall be made as of 12:00 midnight on the day immediately preceding the Closing Date.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rent, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, Assessments payable in installments which are due subsequent to the day before the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from tenants any ongoing real estate tax contest payments for utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period prior to the Closing Date, then Purchaser shall receive a credit for such excess amounts. If Seller is credited for any utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period prior to the Closing Date, then Purchaser shall receive a credit for such excess amounts. If Seller is credited for any utilities, taxes, insurance, CAM or other expenses which Seller has not been finalized paid applicable to the period prior to the proration date and which are reimbursable by tenants after the Closing, the amount of the credit shall be held in escrow by the Title Company and shall be released to Seller when payment is made by the tenant. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 LeasesPost-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, including prepaid rentPurchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Seller Paragraph 12.2 of this Agreement shall be entitled to retain all Tenant security depositssurvive the Closing and the delivery and recording of the deed. If, interest thereon, or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At following the Closing, Seller receives any rebates or refunds of utility charges, insurance, real or personal property taxes or operating expenses, the amount of such rebate or refund shall give Purchaser credit for an amountbe paid to Purchaser, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume indemnify, defend and hold harmless the performance Seller against the claims of all terms, covenants and conditions of the Leases Tenants with respect to the period from such funds. The provisions of this paragraph shall be confirmed at and after the Closing Dateshall survive Closing.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted The Purchase Price for all tenants' liabilities, if any, for such items); and all other items of expense and income the Property shall be adjusted ratably 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 Closing Date ("Proration and properly allocable to periods prior to the Closing Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, 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 provisions of this Section; and all other utility depositsany portion thereof properly allocable to periods subsequent to the Closing Date, if any, may shall be withdrawn 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 reverse order in which they were due. Any advance rental payments or deposits paid 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 tenants prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due and applicable to the periods of time subsequent to the Closing Date shall be and any security deposits or other amounts paid by Purchaser. If the amount of tenants, together with any of the items to be prorated is not then ascertainable, the adjustments interest on both 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest interest is successfuldue to tenants, shall be credited to Purchaser on the Closing Date. All No credit shall be given the Seller for accrued and unpaid rent or any other prorations will be adjusted finally pursuant to Paragraph 15.4 belownon-current sums due from tenants until said sums are paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be credited 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 on and after 12:01 a.m. on the Closing Date. Purchaser shall pay over to Seller all collections of accounts receivable in connection with and the Properties which have accrued as of Closing (the "Closing Accounts Receivable"). By no later than sixty (60) days after Closing, Purchaser shall pay to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits remaining Closing Accounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rentSeller. Seller shall be entitled deliver to retain all Tenant security deposits, interest thereon, Purchaser or other such credits due Tenants provide Purchaser a credit against the Purchase Price for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for Properties in an amount, determined on an accrual basis, amount equal to all guest reservation deposits held by the abatement of rent Motels for any period on and Motel guests arriving or staying after check-out time for the Closing Date to which Tenants are entitled under Leases in effect Motel on the Closing Date. Subject All collections of Motel receivables from any party after Closing shall be applied first to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants receivables due from such party which have accrued prior to Closing and conditions of the Leases with respect second to the period receivables due from and such party which have accrued after the Closing DateClosing.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding the Closing Date (the "Proration DatePRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, 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 meters on the Real Property, Seller will cause readings of all said meters to be performed not more than three (3) Business Days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all 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 entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to 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 (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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are 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 known as of the Closing Date, Purchaser 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 agree that the tax bill existing prior and Purchaser. No prorations will be made in relation to the conteinsurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ ▇hall for utilities will be made if possible as of the most recent data for Closing Date, in which event no proration will be made at the tax year being contestedClosing 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 (i12) months. (b) Purchaser agrees to re-prorate such amount as it relates to will receive a credit on the real estate tax proration Closing Statement for all unpaid amounts under the current tax year Construction Contracts assumed by Purchaser hereunder to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant amounts relate to Paragraph 15.4 belowincomplete tenant improvements contemplated by the relevant Lease. Purchaser shall be credited with and Seller shall be charged with an will also receive a credit on the Closing Statement for the prorated amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the terms of the Leases, including prepaid rentProration Time. 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 After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit 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 an amountunder its Lease, determined on an accrual basis, equal to the abatement 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 rent for any period on and after the Closing Date Property. Rental is "DELINQUENT" when it was due prior to which Tenants are entitled under Leases in effect on the Closing Date, and payment thereof has not been made on or before the Proration Time. Subject Delinquent Rental will not be prorated. With respect to the other terms of this AgreementTenants still in occupancy, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases agrees to use commercially reasonable efforts with respect to the period 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 Closing Datecalendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. 15.1 Rent3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (as defined in Section 6.1.1), additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes as if Purchaser were vested with title to the Property as of the end of the Transition Period. (adjusted for all tenants' liabilitiesa) rents, if any, for such itemsas and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. ; (b) taxes (including personal property taxes on the Closing Date Personal Property) and assessments levied against the Property; ("Proration Date"). c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller shall be entitled to a credit for all transferable utility deposits transferred hereunderis liable, 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 such charges to be prorated is not then ascertainable, the adjustments thereof shall be apportioned at Closing on the basis of the most recent ascertainable datameter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the extent customarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, any other items pertaining to the Property. 3.2.2. If Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any ongoing real estate tax contest has not been finalized as security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser and Seller agree that may elect to receive a credit against the tax bill existing Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or prior to Closing shall be prorated based upon the conte▇▇ ▇hall be the most recent data for the tax year being contested, amounts actually paid. If taxes and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration assessments for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and have not been paid before Closing, Seller shall be charged with at Closing an amount equal to that portion of such taxes and assessments which relates to the sum of (i) all Tenant security deposits and interest thereon required under period before the Leases, and (ii) the amount of any other credits due to Tenants as end 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 Transition Period and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume pay the performance of all terms, covenants taxes and conditions of the Leases assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing once final taxes and assessments for such period from and after the Closing Datehave been determined.

Prorations. 15.1 Rent6.7.1. Real property taxes, additional rentassessments, water 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. Rents and other utility chargescharges under the Lease that are delinquent as of the Close of Escrow will not be prorated, and rents and other amounts received by Buyer on or after the Close of Escrow in respect of the Lease will be applied in the following order: (i) to Buyer's actual out-of-pocket costs of collection incurred with respect to the collected amounts; fuels(ii) to rents due under the Lease for the month in which the payment is received by Buyer; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items)iii) to rents attributable to any period after the Close of Escrow that are past due on the date of receipt; and all (iv) to rents and other items charges delinquent as of expense the Close of Escrow (and income Buyer promptly will remit these amounts to the Seller). Buyer will use commercially reasonable efforts to collect any delinquent rents, provided that Buyer has no obligation to institute legal proceedings, including an action for unlawful detainer, against the Tenant. In no event will Seller commence or maintain any action after the Close of Escrow against the Tenant to collect any sums purportedly owed by the Tenant to Seller. Tax and assessment prorations shall be adjusted ratably as of 12:01 a.m. based on the Closing Date ("Proration Date")latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall be entitled promptly deliver a copy of such tax ▇▇▇▇ to a credit for all transferable utility deposits transferred hereunder, if anythe other party, 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 not later than ten (10) days prior to the Closing Date delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. AssessmentsAll leasing commissions for new leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, excluding regular ad valorem real estate taxesclaims, payable in installments 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 the Tenant or any other third parties and based on events occurring on or before the date of closing and which are due in any way related to the 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 the Tenant or any other third parties and based on events occurring subsequent to the Closing Date date of closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees, provided, that the foregoing indemnity shall not be paid by Purchaser. If construed to limit the amount of effect of, nor shall it be applicable to the subject matter of, any of Seller's representations and warranties expressed in this Agreement or in 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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Dateclosing documents delivered by Seller.

Prorations. 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 The following 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 relating 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 Assets and the Closing Date shall be paid by Purchaser. If the amount of any ownership and operation of the items to Generating Assets will 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▇▇ ▇hall be the most recent data allocated pro rata per diem for the tax year being contestedthat includes the date of Closing, and (i) Purchaser agrees to re-prorate with Seller liable for such amount as it relates to the real estate tax proration for the current tax year items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such tax contest is successful. 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 adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with settled and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants paid as of the Closing Date in accordance with the terms date 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 ParagraphClosing. 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 give Purchaser credit occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for an amount, determined on an accrual basis, equal the preceding year applied to the abatement latest assessed valuation and such Taxes shall be reprorated upon the request of rent for any period Seller, on and the one hand, or Purchaser, on the other hand, made within sixty (60) days after the Closing Date date that the actual amounts become available. Seller and Purchaser agree to which Tenants are entitled under Leases furnish each other with such documents and other records as may be reasonably requested in effect on order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the Closing Date. Subject extent required by any approval of the transfer of the FERC project licenses related to the other terms of this AgreementHydro Units, Purchaser shall assume the performance of Seller agrees to pay all terms, covenants and conditions annual charges accrued under such licenses as of the Leases with respect to the period from and after the Closing DateClosing.

Prorations. 15.1 RentNotwithstanding anything to the contrary in any CAPCO Agreement: (a) The Parties agree that all of the items normally prorated, additional rentincluding those listed below (but not including Income Taxes), water relating to the business and operation of the DLC Nuclear Assets shall be prorated as of the DLC Nuclear Closing Date, with DLC liable to the extent such items relate to any time period prior to the DLC Nuclear Closing Date, and the applicable Specified FE Subsidiary liable to the extent such items relate to periods commencing with the DLC Nuclear Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); on or with respect to the business and operation of the DLC Nuclear Assets; (ii) Rent, Taxes 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 including prepaid services or goods not included in Inventory) payable by or 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 DLC under any of the items DLC Nuclear Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to be prorated is not then ascertainableany Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other utilities with respect to the DLC Nuclear Assets; (v) Rent and Taxes payable by DLC under the Real Property Leases assigned to the applicable Specified FE Subsidiary; and (vi) ANI and ▇▇▇▇ insurance premiums for the current year or other applicable policy period; (vii) Impositions and fees payable to the Department of Energy and the NRC; and (viii) Membership fees in respect of the Institute for Nuclear Power Operator, the adjustments thereof Nuclear Energy Institute and similar organizations involved solely in nuclear matters. (b) In connection with the prorations referred to in Section 3.4 (a) above, in the event that actual figures are not available at the DLC Nuclear Closing Date, the proration shall be on based upon the basis of actual Taxes or other amounts accrued through the DLC Nuclear Closing Date or paid for the most recent ascertainable datayear (or other appropriate period) for which actual Taxes or other amounts paid are available. If any ongoing real estate tax contest has not been finalized as Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of the Closing Date, Purchaser and Seller agree date that the tax bill existing prior to previously unavailable actual figures become available. The prorations shall be based on the conte▇▇ ▇hall be the most recent data for the tax number of days in a year being contested, and or other appropriate period (i) Purchaser agrees to re-prorate such amount as it relates to before the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, DLC Nuclear Closing Date and (ii) including and after the amount of any DLC Nuclear Closing Date. The Parties agree to furnish each other credits due with such documents and other records as may be reasonably requested in order to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller shall be entitled to retain confirm all Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit adjustment and Seller is charged proration calculations made pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateSection 3.4.

Prorations. 15.1 Rent(a) For purposes of determining the Purchase Price, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilitiesand real property Taxes, if anyfees with respect to any Transferable Permits, for such items); and all rents under any leases of real or personal property, or other items of expense and income shall be adjusted ratably as of 12:01 a.m. on similar expenses, that are not due or assessed until after 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 Effective Time but which are due attributable in whole or in part to any period commencing prior to the Closing Date shall be paid Effective Time, and any other amounts that by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which the terms of this Agreement are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be allocated between the Parties, will 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 DateEffective Time, Purchaser and with Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year liable to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant items relate to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal any period prior to the sum of (i) all Tenant security deposits and interest thereon required under the LeasesEffective Time, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal Buyer liable to the abatement of rent for extent such items relate to any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Effective Time. If the actual amounts to be prorated are not known, Seller shall include an itemized estimate in the Closing DateAdjustment Statement based upon the most recent available rates, assessments, valuations, or other data, and the Parties shall adjust the amounts paid at Closing to reflect such prorations. Any prorations shall be made so as to avoid duplication of any amounts, and will be adjusted to properly take into account any amounts thereof used in determining the Purchase Price. (b) The proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, and will provide Seller with all documentation relating to such recalculations, including tax statements and other notices from third parties. The Parties will make such payments to each other as are necessary to reconcile any estimated amounts prorated as of the Effective Time with the final amounts to be prorated. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made pursuant to this Section 3.4.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income The following adjustments to the Purchase Price shall be adjusted ratably made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser and Seller on a per diem basis as of 12:01 a.m. on the Closing Date Date: ("Proration Date"). Seller shall be entitled to a credit for i) all transferable utility deposits transferred hereundernondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and all other utility depositsfire protection service charges, if any, may due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be withdrawn by and refunded to based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall make its own replacement pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits for utilities as may be required by the respective utilities involved. Assessmentsand other charges, excluding regular ad valorem real estate taxesif any, payable in installments by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are due not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be paid by Seller. Assessmentsreadjusted outside of escrow after Closing and Seller or Purchaser, excluding regular ad valorem real estate taxesas the case may be, payable in installments which are due subsequent shall promptly pay to the Closing Date other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be paid by Purchaser. If the amount of any prorated as of the items to be prorated is not then ascertainableClosing Date, the adjustments thereof shall be on the basis of the most recent ascertainable dataamounts of or other reliable information for each item of income and expense. If Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any ongoing real estate tax contest has reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not been finalized available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and Seller agree that after the tax bill existing Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the conte▇▇ ▇hall Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the most recent data for the tax year being contestedfunds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser agrees shall be required only to re-prorate such amount as it relates periodically send bills to the real estate tax proration for the current tax year Tenant(s) owing such delinquent rent and shall not be required to the extent such tax contest is successful. All commence any litigation or undertake any 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 sum of (i) all Tenant security deposits and interest thereon required under the Leases, collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of any other credits due to Tenants as rents owing by such person for the period of time after Closing and retained by Purchaser and only the Closing Date in accordance with the terms of the Leasesexcess, including prepaid rent. Seller if any, shall be entitled remitted 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 Seller. (f) Contemporaneously with the Closing, Seller shall give deliver to Purchaser credit at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for an amountdeposits, determined on an accrual basis, equal bills and other papers that pertain to the abatement Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of rent the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any period on other purpose related to Seller's prior ownership of the Property. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the Closing Date date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to which Tenants are entitled under Leases in effect Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Subject Any provision of this Agreement to the other terms of this Agreementcontrary notwithstanding, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Effective Date, Seller shall not undertake any tenant improvement work on any Unit without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding the Closing Date (the "Proration DatePRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller shall will cause readings of all said meters to 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 performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the 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 be paid by Seller. Assessmentsoccur before the tax rate is fixed, excluding regular ad valorem the apportionment of real estate taxestaxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, payable in installments which are due subsequent to the Closing Date Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be paid made, and Seller agrees to pay Purchaser any increase shown by Purchasersuch recomputation and vice versa. If the amount of any of the items Purchaser shall, at Closing, assume all expenses incurred or to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If incurred in connection with any ongoing real estate tax contest has not been finalized as appeals that are pending at the time of Closing. Seller will be charged and credited for the amounts of all of the Closing Date, Purchaser and Seller agree that the tax bill existing prior Proration Items relating to the conte▇▇ ▇hall be period up to the most recent data for the tax year being contestedProration Time, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be charged and credited with and Seller shall be charged with an amount equal to the sum of (i) for all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect 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. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income The following adjustments to the Purchase Price paid hereunder shall be adjusted ratably made between Seller and Purchaser and shall be prorated (as of 12:01 a.m. applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing Date Date: ("Proration Date")a) All real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. Seller All other installments of special assessments not yet due and payable shall be entitled to a credit the responsibility of Purchaser. If at the time of Closing the tax rate or the assessed valuation for all transferable utility deposits transferred hereunderthe current year has not yet been fixed, if anytaxes shall be prorated based upon the tax rate and the assessed valuation established for the previous tax year; provided, and all other utility depositshowever, if any, may be withdrawn by and refunded to that Seller and Purchaser agree that to the extent the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall make its own replacement deposits for utilities 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 may of the Closing Date. Rent which is unpaid or delinquent as of the Closing Date shall not be required by prorated, but such unpaid or delinquent rent collected after the respective utilities involved. AssessmentsClosing Date shall be delivered as follows: (i) if Seller collects any rent after the Closing Date, excluding regular ad valorem real estate taxesSeller 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, payable in installments which are due Purchaser shall deliver to Seller any such rent relating to the period prior to the Closing Date shall be paid within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to Seller or Purchaser after the Closing Date shall be paid by 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. If the amount of any ’s operation of the items Property, but Purchaser will not be obligated to institute any lawsuit or incur any expense to collect delinquent rents. Notwithstanding the foregoing provisions, Seller shall not be prorated is not then ascertainable, the adjustments thereof shall be on the basis required to prorate any amounts collected by Seller after Closing from former tenants of the most recent ascertainable dataProperty, it being understood and agreed that Seller may retain all amounts that Seller recovers from such former tenants. (c) With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Leases (the “Pass Through Expenses”) and as of the Closing Date are not yet collected, Purchaser shall, upon collection of such Pass Through Expenses, but subject to the same 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. If any ongoing real estate tax contest has With respect to Pass Through Expenses which have not been finalized 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) Charges under service agreements assumed by Purchaser, utility charges for which Seller is liable, and other operating expenses of the Property shall be prorated between Seller and Purchaser at Closing. (e) Security deposits shall, at Seller’s option, either be transferred or credited to Purchaser at Closing. Refundable cash or other refundable deposits posted with utility companies or other entities in connection with the Property shall, at Seller’s option, either be assigned to Purchaser and credited to Seller at Closing, or Seller shall be entitled to receive and retain such refundable cash and deposits. Seller shall cause its lender and Wellstream International Limited (“Wellstream”) to execute such documents as may be required to cause the letter of credit to be transferred to Purchaser as soon as is reasonably practical following the Closing and Seller agree shall cause Wellstream to reduce the amount of its scheduled 2011 letter of credit reduction by Two Thousand Dollars ($2,000) such that the tax bill existing prior to the conte▇▇ ▇hall it shall be the most recent data for the tax year being contested, and reduced by Seventy-Three Thousand Dollars (i$73,000) Purchaser agrees to reinstead of Seventy-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Five Thousand Dollars ($75,000). (f) Purchaser shall be credited with and Seller shall be charged with an amount equal to responsible for the sum payment of (i) all Tenant security deposits Inducement Costs (as hereinafter defined) and interest thereon required under the 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 (iiB) under any new Leases (including any amendments of existing Leases) in each instance to the amount extent entered into after the Effective Date of any other credits due to Tenants as of the Closing Date this Agreement which have been approved (or deemed approved) by 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 Leases, including prepaid rentEffective Date. Seller shall be entitled to retain responsible for all other Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this ParagraphInducement Costs. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement If as of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser Seller shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.have paid any Tenant Inducement Costs

Prorations. 15.1 RentAll normal and customarily proratable items relating to the Purchased Assets, additional rentincluding, water and other utility charges; fuels; operating expenses; real and without limitation, Real Property Taxes, personal property taxes taxes, utility bills, alarm and security bills, ground lease rent and tower lease rent (adjusted collectively, the "Closing Date Prorations") shall be prorated as of such assets' respective Closing Date, Seller being charged and credited for all tenants' liabilities, if any, for of the same up to such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the date ("Seller's Closing Date Prorations") and Purchaser being charged and credited for all of the same on and after such date ("Proration DatePurchaser's Closing Date Prorations"). All earn▇▇▇ ▇▇▇ey deposits held by Seller under Tower Leases for which Purchaser assumes liability under a Tower Lease Assignment and Assumption Agreement shall be 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 credited in favor of Purchaser shall make its own replacement deposits for utilities as may be required by against the respective utilities involvedPurchase Price. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date The Pre-Paid Expenses shall be paid by Sellercredited in favor of Seller against the Purchase Price in the aggregate amount thereof. 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 Within ninety (90) days after each Closing Date, the Seller will prepare and notify Purchaser and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller shall be entitled Prorations applicable 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms If Purchaser disagrees with Seller's calculation of this AgreementClosing Date Prorations, Purchaser shall assume the performance of all terms, covenants and conditions will notify Seller within five (5) business days after receipt of the Leases calculation. If the parties cannot resolve a disagreement as to such calculation within three (3) business days thereafter, they shall promptly submit the disagreement to an arbitrator mutually selected by the parties (the "Arbitrator"), whose decision with respect to such Closing Date Prorations (which decision must be rendered within ten (10) business days after submission) will be final and binding. Purchaser and Seller will each pay one-half of the period from and after expenses of the Closing DateArbitrator.

Prorations. 15.1 RentThe following items shall be adjusted and apportioned between Sellers and Purchaser as follows: (a) All non-delinquent ad valorem real estate and personal property taxes, additional rentcharges and assessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Closing Date, water disregarding any discount or penalty and other utility charges; fuels; operating expenses; on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes (adjusted for all tenants' liabilities, if any, for promptly following the issuance of final bills. Each party agrees to make such items); and all other items of expense and income payments as shall be adjusted ratably necessary to provide the appropriate credits resulting from such re-proration. (b) All non-delinquent rent and other income of the Properties, including, without limitation, other periodic rentals, additional rentals, escalation rentals, pass-throughs and other sums and charges payable under the Leases (collectively, "Rents") collected as of 12:01 a.m. the Closing Date shall be prorated on a per diem basis such that they are credited to Purchaser as of the Closing Date. Purchaser shall receive a credit for any Rents which have been prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and (iii) third, to the receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall use commercially reasonable efforts to collect such Rent receivables in the ordinary course of business, but shall not be obligated to engage a collection agency, take legal action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in accordance with the terms of this Section 6(b) shall survive the Closing, delinquent Rents which are not collected by Purchaser on or before the date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the same. To the extent any Seller receives any Rents after Closing, the same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b). (c) At Closing Purchaser shall receive a credit equal to the unapplied total of all security and other refundable tenant deposits then held by Sellers. One or more of the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("Proration Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to proration, provided that, at Closing, Sellers shall credit the Purchase Price for an amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that they are credited or charged to Purchaser, as applicable, as of the Closing Date"), disregarding any discount or penalty and on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the Closing Date. Seller If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, such charges and income under the Assumed Contracts shall be based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing Date by Sellers based on the average consumption for such tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit for all transferable utility deposits transferred hereunderequal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, 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 receive a credit for utilities any Vacant Units (as may be required by defined below) that are not in Rent Ready Condition (as defined below) as of the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due date that is three (3) Business Days 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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the sum following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (ia) all Tenant security deposits tile and interest thereon required under the Leases, linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (iib) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at the amount of any other credits due to Tenants Properties that is unoccupied as of the Closing Date in accordance with and that was vacated by the terms of the Leases, including prepaid rent. Seller shall be entitled tenant most recently occupying such unit at least three (3) Business Days prior 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date (i.e., if a unit becomes vacant less than three (3) Business Days prior to which Tenants are entitled under Leases in effect on the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). Subject If requested by Purchaser, representatives of Sellers and Purchaser shall conduct a walk-through (the "Walk-Through") of the Properties on or around the third (3rd) Business Day prior to the other terms Closing Date in order to determine the amount of this Agreementsuch credit, Purchaser shall assume the performance of all termsif any, covenants and conditions of the Leases with respect to the period from and after the Closing Datebe given to Purchaser.

Prorations. 15.1 Rent13.1. Rents (exclusive of delinquent rents, additional rentbut including prepaid rents); prepaid associations dues, water refundable security deposits (which will be assigned to and other utility chargesassumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the amount of 6% of prorated rents credited to Purchaser; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date 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 ("Proration Date"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 entitled to a credit reimbursed at Closing for all transferable any utility deposits transferred hereunder, if any, which the Seller has deposited with any utility company and all other utility deposits, if any, may which will 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 assigned to the Closing Date shall be paid by SellerPurchaser at Closing. Assessments, excluding regular ad valorem real estate 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. If any ongoing The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax contest consulting agreements with respect to the Properties, i.e., those agreements which Seller has not been finalized 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, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All costs associated with telephone directory listings and any other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser prepaid advertisements shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants prorated as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. so that 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent responsible for any period on and after costs associated therewith prior to the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, and Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such prorations; provided, however, that such prorations shall be deemed final and not subject to further post-closing adjustments at 5:00 PM Chicago time on the day which is thirty (30) days following Closing, at which time all prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the preceding sentence shall survive the Closing. 13.2. Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent attributable to a tenant's occupancy of a portion of the Real Property for any period prior to the date of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and said Lease is not assigned to the Purchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for such portion of the cost of such listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the date(s) set forth above. If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the state where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. 15.1 RentSeller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), water and other utility charges; fuels; operating expenses; the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (adjusted for all tenants' liabilitiesexcept as hereinafter provided), if anycollected Rentals (subject to the terms of (b) below), for such items); expenses under the Permitted Exceptions, and all other items expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of expense and income shall be adjusted ratably as of 12:01 a.m. the Property (on the Closing Date ("Proration Date"basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to Purchaser for Purchaser’s approval (which approval shall make its own replacement deposits for utilities as may not be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due 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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the preliminary prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are not then ascertainableknown as of the Closing Time, the adjustments thereof shall prorations will be made -37- at Closing on the basis of the most recent ascertainable databest 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. If any ongoing real estate tax contest has 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 been finalized be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing DateTime, 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 agree that on or before November 30, 2016 (herein, the tax bill existing “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 conte▇▇ ▇hall be Final Proration Date, the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser same shall be credited with and Seller shall be charged with an amount equal to promptly prorated by the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the Leasescontrary provided in this Agreement including, including prepaid rent. Seller shall be entitled to retain all Tenant security depositsbut not limited to, interest thereon, or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the ClosingSection 10.4(a), Seller shall give and Purchaser credit hereby agree to use the following, estimated 2016 real estate taxes and assessments for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions purposes of the Leases with respect to the period from and after the Closing Dateproration of same at Closing: $110,000.00.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rentbut 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 (adjusted for all tenants' liabilities, if any, for such items)taxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 day prior to the Closing Date shall be paid by SellerDate, and credited against the balance of the cash due at Closing. Assessments, excluding regular ad valorem real estate 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 and except for real estate taxes which will be reprorated upon receipt of actual bills. If any ongoing real estate tax contest unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to 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 such pre-closing indebtedness has not been finalized as 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 agree that in accordance with the tax bill existing prior 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 conte▇▇ ▇hall be terms of the most recent data 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 of ownership of the Property by Purchaser) under the Leases for the tax year being contestedmonth 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, and (i) Purchaser agrees shall use its best efforts to re-prorate such amount as it relates to collect the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 belowOutstanding Rents Due. Purchaser shall be credited 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 charged with 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 sum Rent Deficiency Sum to Purchaser. Seller shall have ten (10) days following receipt of (i) all Tenant security deposits the Final Closing Rent Schedule to give Purchaser and interest thereon required under the Leases, and (ii) the amount Escrow Agent written notice of any other credits due objection to Tenants as 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 Date 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 LeasesEscrow Agreement. Paragraph 12.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 12.4. If at any time within 120 days of the closing of the escrow account Purchaser receives any monies for which it has previously received payment from Seller pursuant to Paragraph 12.3 above ("Post-Escrow Receipts"), including prepaid rentthen Purchaser shall be obligated to deliver any such 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 be entitled retain the right to retain all Tenant security depositsconduct an audit of Purchaser's financial records, interest thereonat no cost to Purchaser, or other such credits due Tenants for which Purchaser receives credit a period of five (5) months from the close of escrow in order to verify, and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal only to the abatement extent necessary to so verify, the information discussed in this Paragraph 12. Paragraph 12.4 of rent for any period on and after this Agreement shall survive the Closing Date to which Tenants are entitled under Leases in effect on and the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants delivery and conditions recording of the Leases with respect to the period from and after the Closing DateDeed.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding the Closing Date ("the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date"), and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to 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 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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are 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 known 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be credited with and Seller shall be charged with an amount equal to made on the sum basis of (i) all Tenant security deposits and interest thereon required under the Leasesactual figures, and (ii) the amount of any other credits due a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to Tenants 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 Date, in accordance which event no proration will be made at the Closing with the terms of the Leases, including prepaid rentrespect to utility bills. Seller shall will be entitled to retain all Tenant security depositsdeposits presently in effect with the utility providers, interest thereonand 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 other such credits due Tenants for which Purchaser receives credit collected by Seller and Seller is charged pursuant attributable to this Paragraphany period following the Proration Time. At After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit 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 an amountunder the Lease, determined on an accrual basis, equal to the abatement 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 rent for any period on and after the Closing Date Property. Rental is “Delinquent” when it was due prior to which Tenants are entitled under Leases in effect on the Closing Date, and payment thereof has not been made on or before the Proration Time. Subject Delinquent Rental will not be prorated. Purchaser agrees to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases use good faith collection procedures with respect to the period 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 the Closing Datefrom 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. 15.1 RentA. ▇▇▇ts (exclusive of delinquent rents, additional rent, 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 (adjusted for all tenants' liabilities, if any, for such items)taxes; accrued but unpaid interest on the Note and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date Date. Assessments of record ("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 than 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 The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, except as to delinquent rent referred to in Paragraph 12B below. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves and holdbacks held by the Lender under the Loan Documents, except for amounts, if any, of such escrows, reserves and holdbacks applicable to expenses which relate to the period prior to the Closing Date for which Purchaser has not been finalized 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 and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 60 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 LeasesPost-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, including prepaid rentPurchaser shall pay to Seller said additional Post-Closing Receipts. Seller shall be entitled deliver to retain all Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit and any sums received by Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect relate to the period from and of time after the Closing Date, along with an accounting identifying any such sums. Paragraph 12B of this Agreement shall survive the Closing and the delivery and recording of the Deed.

Prorations. 15.1 Rent6.7.1. Real property taxes, additional rentassessments, water rents, security deposits expenses 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 prorateable items of expense and income shall be adjusted ratably prorated through Escrow between Buyer and Seller as of 12:01 a.m. on the Closing Date ("Proration Date")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 entitled delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a credit for all transferable utility deposits transferred hereunder, if anycopy of such tax ▇▇▇▇ to the other party, 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 not later than ten (10) days prior to the Closing Date delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. Any reserves maintained by Seller with the Lender in connection with the Loan that have not been and are not subject to being called upon by the Lender either shall be refunded to the Seller by the Lender or credited to the Seller at the Closing. 6.7.2. All leasing commissions owing and tenant improvements to be made with respect to the Property in connection with transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against all leasing commission claims brought against Buyer or the Property arising therefrom. AssessmentsIf any of such tenant improvements have not been completed prior to close of Escrow, excluding regular ad valorem real estate taxesSeller shall credit Buyer at the Closing with the reasonable estimated cost of completing such tenant improvements. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new Lease, payable in installments 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 due in any way related to the 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 Closing Date shall be paid by Purchaser. If the amount of and which are in 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 way related to the conte▇▇ ▇hall be the most recent data for the tax year being contestedProperty, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with all expenses related thereto, including, but not limited to, court costs and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Dateattorneys' fees.

Prorations. 15.1 RentThe following items relating to the Assets, the ownership of the PGE Colstrip Interests, and the operation of the Colstrip Facilities, will be allocated pro rata per diem for the tax year that includes the date of the Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and 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 rentrents, water Taxes, to the extent normally adjusted in connection with similar transactions, and other utility charges; fuels; operating expenses; 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 and personal property taxes subject to the Real Property Leases. (adjusted for all tenants' liabilities, if any, for such items); and all 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 expense all such prorations will be settled and income shall be adjusted ratably as of 12:01 a.m. paid on the Closing Date date of the Closing. At least ninety ("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 90) days prior to the Closing Date shall be paid by Seller. AssessmentsDate, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing Date shall be paid by Purchaserwere occurring on such date. If the amount of any of the items to be prorated Closing shall occur before a real estate Tax rate is not then ascertainablefixed, the adjustments thereof 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 basis of one hand, or Purchaser, on the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of other hand, made within sixty (60) days after the Closing Date, Purchaser and Seller agree date that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rentactual amounts become available. Seller shall and Purchaser agree to furnish each other with such documents and other records as may be entitled reasonably requested in order to retain confirm all Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit adjustment and Seller is charged proration calculations made pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateSection 1.06.

Prorations. 15.1 RentNotwithstanding anything contained in the Agreement to the contrary, additional rentBuyer shall receive a credit against the Purchase Price at Closing for the following amounts: 9.1 the total amount of all security deposits provided for in the Leases, water 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 Buyer shall not be entitled to receive a credit against the Purchase 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 other utility charges; fuels; operating expenses; real substance acceptable to Buyer, with respect to such security deposit; 9.2 any prepaid rents and/or free rental periods under the Leases attributable to the period 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 personal property taxes (adjusted S▇▇▇▇▇ for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the period from the Closing Date through February 15, 1997; and (ii) rent prepaid by JPR Capital Corp. ("Proration DateJPR"). Seller shall be entitled ) 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 a credit Center Retail's obligation under the A▇▇▇▇▇ Lease to reimburse A▇▇▇▇▇ for all transferable utility deposits transferred hereundertenant improvements currently under construction, 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 reimbursement has not been finalized paid by Center Retail as of the Closing Date; 9.4 $27,702.00 with respect to Center Office's obligation under EXHIBIT D of the Dialysis Centers Lease to reimburse Dialysis Centers for tenant improvements, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants which reimbursement has not been paid by Center Office 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases ; 9.5 $47,073.75 with respect to the period from Landscape Obligation; and 9.6 $300,000.00 with respect to payment of the "Product Improvement Plan" imposed by Radisson Hotels International Inc. in connection with the Assignment and after Assumption of License Agreement for Radisson Suite Hotel Boca Raton. The credits for which provision is made in the Closing Dateforegoing SUBPARAGRAPHS 9.1 through 9.6 constitute full settlement of all obligations of Seller to Buyer with respect to the matters set forth therein.

Prorations. 15.1 RentSubject to the terms of this Section 9.1, additional rentat or prior to the Closing, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilitiesthe parties shall prorate, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the date immediately preceding the Closing Date ("Proration Date"the “Prorations Time”). Seller shall be entitled , all income and expenses with respect to a credit for all transferable utility deposits transferred hereunder, if any, the Property and all other utility deposits, if any, may be withdrawn by and refunded payable to Seller and Purchaser shall make its own replacement deposits for utilities as may be required or by the respective utilities involved. AssessmentsLLC, excluding regular ad valorem including, without limitation: (i) all 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 property taxes on the basis of the most recent ascertainable data. If any ongoing real estate fiscal period for which assessed (if the Closing shall occur before the tax contest has not been finalized as rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation); (ii) rents and other tenant payments and tenant reimbursement, if any, received under the Leases; (iii) charges for water, sewer, electricity, gas, fuel, steam, vault taxes and other utility charges (other than those charges required to be paid directly to the utility company by Tenant) all of which shall be read promptly before the Closing; (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 Closing Date, Purchaser and Seller agree that type contemplated by this Agreement. A further proration shall be made between the parties when the tax bill existing prior to the conteb▇▇▇ ▇hall be the most recent data for the tax year being contestedin 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 (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser 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 be charged with an amount equal to bear 66 2/3% of the sum of (i) all Tenant security deposits and interest thereon required under the Leasesamounts debited hereunder, and (ii) shall receive 66 2/3% of the amounts credited hereunder, for the items of income and expenses prorated or adjusted hereunder for periods on or before the Proration Time, and Purchaser shall bear 66 2/3% of the amount of any other credits due to Tenants as debited hereunder, and shall receive 66 2/3% of the Closing Date in accordance with amounts credited hereunder for the terms items of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, income and expense prorated or other such credits due Tenants adjusted hereunder for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and periods after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateProrations Time.

Prorations. 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 a) The following 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 prorated between Seller and Purchaser as of 11:59 p.m. on the date immediately preceding the Closing Date; prorations credited to Purchaser shall make its own replacement deposits for utilities reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as may be required by the respective utilities involved. Assessmentsfollows: (i) city, excluding regular state, and county ad valorem real estate taxes, payable taxes for the year in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular occurs based on the ad valorem real estate taxestax bills for the Purchased Property, 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 if then ascertainableavailable for such year, the adjustments thereof shall be or if not, then on the basis of the most recent ascertainable dataad valorem tax b▇▇▇ for the Purchased Property for the immediately preceding year. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year and should such proration prove to be inaccurate on receipt of the ad valorem tax b▇▇▇ for the Purchased Property for the year of Closing, then either Seller or Purchaser, as applicable, may demand at any ongoing real estate tax contest has not been finalized 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 charges first accruing or relating to the period prior to the Closing Date; (iii) all payment obligations under the Assumed Contracts and Leases; and (iv) resident rents and other revenues (including Prepaids and Deposits, 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 will use all reasonable efforts to finalize and agree that upon the tax bill existing Proration Schedule at least two (2) business days prior to Closing. (b) Seller shall receive all income from the Purchased Property attributable to the period prior to the conte▇▇ ▇hall Proration Date (as defined below) and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates Purchased Property attributable to the real estate tax proration 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 the current tax year rent due for any period prior to the extent 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 sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount Proration Date or payment of any other credits due to Tenants as receivable 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume forward such payment to Seller. Payments received from a resident shall be allocated first to any current balances due from such resident. (c) Purchaser shall receive all income from the performance of all terms, covenants and conditions of the Leases with respect Purchased Property attributable to the period from and after the Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of the Purchased Property attributable to the period 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) The parties agree that any amounts that may become due under this Section 3.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within ninety (90) days after the Closing Date and any amounts due at that time shall be promptly forwarded to the respective party to whom such amounts are due in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 3.4 which cannot be determined within ninety (90) days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and Seller agree that each shall have the right to audit the records of the other in connection with any such post-Closing reconciliation. Any payments made pursuant to this Section 3.4 shall be treated as a purchase price adjustment for income tax purposes. (e) Purchaser shall receive a credit towards the Purchase Price for the Accrued Employee Vacation and any other obligations as otherwise expressly agreed by Purchaser and Seller. (f) This Section 3.4 shall survive the Closing for a period of one (1) year following the Closing Date.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rentbut 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 (adjusted for all tenants' liabilities, if any, for such items)taxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 day prior to the Closing Date 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 paid by Sellerassigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments, excluding regular ad valorem real estate 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 and except for real estate taxes which will be reprorated upon receipt of actual bills. If any ongoing real estate tax contest unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to 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 such pre-closing indebtedness has not been finalized as 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 and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms hereof. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateDeed.

Prorations. 15.1 Rent6.7.1. Real property taxes, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilitiestaxes, if anyassessments, for such items); rents, and all other items of expense and income CAM expenses shall be adjusted ratably prorated through Escrow between Buyer and Seller as of 12:01 a.m. on the Closing Date ("Proration Date")Close of Escrow. All security deposits shall be paid over to Buyer. Rents and CAM expenses shall be approved by Buyer prior to the Close of Escrow. Any delinquent rents attributable to periods prior to the Close of Escrow and which are collected by Buyer or Seller shall be retained by or paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not have the right to seek eviction of any Tenant by unlawful detainer or other means. Tax and assessment prorations shall be entitled based on the latest available tax ▇▇▇▇. If after the Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to any period prior to the Close of Escrow, the recipient shall promptly deliver a credit for all transferable utility deposits transferred hereundercopy of such tax ▇▇▇▇ to the other party, if anyand not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of the Close of Escrow. All prorations shall be based on a 365-day year. 6.7.2. All leasing commissions owing with respect to the primary terms of Leases related to the Real Property and entered into prior to execution of this Agreement, and all other utility depositscosts for tenant improvements with respect to such leases, 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, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Real Property arising therefrom. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the Closing Date shall be paid by Purchaser. If the amount of any primary term of the items to be prorated is not then ascertainablenew Lease, 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 Datesubject, Purchaser and Seller agree that the tax bill existing prior in all events, to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate prior approval by Buyer of such amount new Leases as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally herein provided pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.7

Prorations. 15.1 Rent2.7.1 Real property taxes, additional rentassessments, water rents, security deposits, and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income common area expenses shall be adjusted ratably prorated through Escrow between Buyer and Seller as of 12:01 a.m. on Close of Escrow, Draft prorations of the Closing Date real property taxes, assessments, rents and common area maintenance expenses shall be delivered by Seller to Buyer and Escrow Holder five ("Proration Date")5) days prior to Close of Escrow, The prorations of the real property taxes, assessments, rents and common area 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 entitled delinquent for their current rent or become financially unstable, Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a credit for all transferable utility deposits transferred hereunder, if anycopy of such tax ▇▇▇▇ to the other party, 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 not later than ten (10) days prior to the Closing Date 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. 2.7.2 All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller. 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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to indemnify and hold Buyer harmless for Lease commission claims brought against the sum Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date this Agreement in accordance with the terms of Paragraph 3.4.2 shall be prorated between Buyer and Seller as their respective periods of ownership bear to the Leasesprimary term of the new Lease. 2.7.3 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 prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits due Tenants for court costs and reasonable attorneys' fees (except those items which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At under the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementAgreement specifically become the obligation of Buyer), Purchaser shall assume brought by third parties and based on conditions or events occurring on or before the performance date of all terms, covenants Close of Escrow and conditions of the Leases with respect which are in any way related to the period Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. 2.7.4 Buyer agrees to indemnify and hold Seller harmless of and from any and after all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on conditions or events occurring subsequent to the Closing Datedate of Close of Escrow and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser 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 on the respective utilities involved. Assessments, excluding regular ad valorem basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments which due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are due not applied or forfeited prior to the Closing Date Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be paid by changed to Purchaser; provided that such instruments do not impose any liability on Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are due subsequent to delinquent as of the Closing Date shall not be paid prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of any such excess. The provisions of this Section 5.4.2(c) shall survive the items Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to be prorated is not then ascertainablethe 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 adjustments thereof shall be Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recent ascertainable data. If recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any ongoing other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax contest has 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 been finalized be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date, Purchaser and Seller agree that . If the Closing shall occur before a real estate or personal property tax bill existing prior to the conte▇▇ ▇hall be the most recent data rate or assessment is fixed for the tax year being contestedin which the Closing occurs, and (i) Purchaser agrees to re-prorate such amount as it relates 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 real estate latest assessed valuation. Promptly after the new tax proration for rate or assessment is fixed, the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser apportionment of taxes or assessments shall be credited with recomputed and Seller any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be charged with an amount equal promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of be prorated at the Closing Date shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the Leases, including prepaid rentextent 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 entitled to retain responsible for all Tenant security deposits, interest thereon, or other such credits due Tenants brokerage and leasing commissions and tenant improvement costs for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal initial term of all Leases entered into prior to the abatement date of rent this Agreement and for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject extension, renewal or expansion of any such Lease exercised prior to the other terms 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 assume be responsible for and expressly assumes the performance of obligation to pay all termsbrokerage and leasing commissions, covenants tenant improvement costs and conditions of other costs and expenses including attorney’s fees other than the Leases with respect to the period Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing DateSeller 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 The provisions of this Section 5.4 shall survive the Closing.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser 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 dataactual number of days elapsed over the applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any ongoing real estate tax contest has not been finalized as of assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), Purchaser all fixed rent and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum regularly scheduled items of (i) all Tenant security deposits and interest thereon required additional rent under the Leases, and other tenant charges actually received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (ii) to the amount of any other credits due extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to Tenants as of the Closing Date in accordance with the terms of the respective 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the other terms form of this Agreement, letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall assume include such delinquencies in its normal billing and shall diligently pursue the performance of all terms, covenants and conditions of collection thereof in good faith after the Leases with respect Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the period from and extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs (and prorated between Purchaser and Seller accordingly), second, to the rents that shall then be due and payable to Purchaser for the period of time following the month in which Closing occurs, and third to any unpaid rents owed to Seller for the period of time prior to the month in which Closing occurs, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to seek to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (c) All income and 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. (d) 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 utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (h) Intentionally Deleted. (i) Intentionally Deleted. (j) Intentionally Deleted.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rent, 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 (adjusted for all tenants' liabilities, if any, for such items)and similar items shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, Assessments payable in installments which are due subsequent to the Closing Date shall be paid by PurchaserPurchaser and Assessments payable in installments which are attributable to the period of time prior to Closing shall be paid by Seller. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If 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 ongoing real estate tax contest has not been finalized 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 and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts. Seller will pay the performance cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; The following adjustments to the Purchase Price shall be made at the Closing by proration of the amounts as specified below as of 11:59 p.m. of the date preceeding the closing: (a) Ad valorem real estate and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); 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 applicable to the Closing Date shall be paid by Seller. AssessmentsProperties for 1996, 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 such apportionment to be prorated is not then ascertainable, the adjustments thereof shall be made on the basis of the most recent ascertainable dataprevious year's taxes unless the bill therefor is avail▇▇▇▇. If any ongoing real estate tax contest has not been finalized as of Once the Closing Datetaxes for 1996 are established, Purchaser and Seller agree that upon written demand by either party, the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate parties shall promptly recompute such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of current tax figures, and any excess payment or credit received by a party shall promptly be reimbursed by it to the Leases, including prepaid rentother party. Buyer shall have the right to contest the 1996 taxes and Seller shall be entitled provide Buyer with any information in Seller's possession to retain all Tenant security depositsassist such contest. The provisions for readjustment of taxes are intended to and shall survive the Closing of this transaction. (b) Water and sewer rentals, interest thereoncharges for the 10/29/96 6 supply of electricity, or gas, trash collection and other such credits due Tenants for which Purchaser receives credit utility and service charges. (c) Charges and receipts under service, maintenance, and other like contracts affecting the Subject Property. The amount of charges paid by Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal prior to the abatement of rent for any Closing and attributable to a period on and after the Closing Date shall be credited to which Tenants are entitled under Leases in effect on Seller. The amount of receipts received prior to the Closing Date. Subject and attributable to a period after the Closing shall be credited to Buyer. (d) All other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases proratable items with respect to the period from Subject Property, including, but not limited to, rents. Security deposits shall be transferred as an escrow item which shall not adjust the Purchase Price. Rents and reimbursements for periods prior to Closing which have not been collected as of Closing, shall be applied first to post-Closing date delinquencies, and then to pre-Closing date delinquencies. (e) All items to be adjusted for which figures are not available at the Closing, including real estate taxes for the year 1996, will be adjusted, and payment therefor will be made by Seller to Buyer or by Buyer to Seller, as appropriate, as soon as figures are available after the Closing Dateand, in the case of revenues, if any, when they are collected.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding the Closing Date (the "Proration DatePRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to 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 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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are 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 known 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be credited with and Seller shall be charged with an amount equal to made on the sum basis of (i) all Tenant security deposits and interest thereon required under the Leasesactual figures, and (ii) the amount of any other credits due a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to Tenants 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 Date, in accordance which event no proration will be made at the Closing with the terms of the Leases, including prepaid rentrespect to utility bills. Seller shall will be entitled to retain all Tenant security depositsdeposits presently in effect with the utility providers, interest thereonand 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 other such credits due Tenants for which Purchaser receives credit collected by Seller and Seller is charged pursuant attributable to this Paragraphany period following the Proration Time. At After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit 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 an amountunder the Lease, determined on an accrual basis, equal to the abatement 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 rent for any period on and after the Closing Date Property. Rental is "DELINQUENT" when it was due prior to which Tenants are entitled under Leases in effect on the Closing Date, and payment thereof has not been made on or before the Proration Time. Subject Delinquent Rental will not be prorated. Purchaser agrees to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases use good faith collection procedures with respect to the period 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 the Closing Datefrom 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. 15.1 Rent12.1. Rents (exclusive of delinquent rents [i.e. unpaid on the Closing Date], additional rent, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); parking fees; service contracts described on Exhibit H; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e., adjusted for all tenants' liabilitiestenant's liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 date prior to the Closing Date shall be paid by SellerDate, and credited against the balance of the cash due at Closing. Assessments, excluding regular ad valorem real estate 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. If All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below, and except as provided below in this section. The parties agree to make such post-closing readjustments as may be required due to errors and omissions in the prorations. At any ongoing real estate tax contest has not been finalized time prior to October 31, 1997, Purchaser, at Purchaser's cost, may conduct an audit, at reasonable times and upon reasonable advance notice to Seller, of Seller's books and records to verify the accuracy of the prorations and readjustments to the prorations required under this Paragraph. 12.2. All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to the Closing Date after the payment to Purchaser of all current rent and any past due rent owed to Purchaser shall be deemed a "Post-Closing Receipt". At Closing, Seller shall provide Purchaser with a statement of all delinquent rentals as of the Closing. Within fifteen (15) 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 shall have no obligation to bring legal action. If Purchaser expends funds to collect rent due prior to the Closing Date, Purchaser and Seller agree that shall be reimbursed its collection expenses from any delinquent rent collected. Within 120 days after the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedClosing Date, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and deliver to Seller shall be charged with an amount equal to a reconciliation statement of Post-Closing Receipts through the sum of (i) all Tenant security deposits and interest thereon required under first 90 days after the Leases, and (ii) Closing Date. Upon the amount of any other credits due to Tenants as delivery of the Post-Closing Date Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right, at Seller's cost, to conduct an audit, at reasonable times and upon reasonable advance notice to Purchaser, of Purchaser's books and records to verify the accuracy of the Leases, including prepaid rentPost-Closing Receipts reconciliation statement. Paragraph 12 of this Agreement shall survive the Closing and the delivery and recording of the deed. 12.3. Purchaser shall receive at Closing a credit equal to the amount of any unsatisfied obligations for outstanding tenant improvement and leasing commission obligations set forth in Exhibit N which are identified as Seller's obligation ("Seller's Pre-Existing Obligations"). Purchaser agrees to assume (without a credit from Seller) the payment of those outstanding tenant improvement and leasing commission obligations set forth in Exhibit N which are identified as Purchaser's obligation ("Purchaser's Pre-Existing Obligations"). To the extent Seller pays any amounts toward Purchaser's Pre-Existing Obligations prior to Closing and provides evidence of such payment satisfactory to Purchaser then Seller shall receive a credit from Purchaser therefor. Seller shall be entitled receive a credit, if any, as provided in Paragraph 25. Purchaser shall assume at Closing all third party construction contracts for the performance of tenant improvement work and leasing commission agreements in connection with those leases (i) which give rise to retain all Tenant security depositsSeller's Pre-Existing Obligations, interest thereon, or other such credits due Tenants (ii) which give rise to Purchaser's Pre-Existing Obligations and (iii) for which Purchaser receives credit and Seller is charged assuming the obligations pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateParagraph 25 herein.

Prorations. 15.1 Rent11.1 Subject to the provisions of this Paragraph 11, additional rentall revenues and expenses relating to the Property shall be prorated as of the Close of Escrow. Expenses relating to the Property, water including without limitation, real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis, and revenues relating to the Property, including, without limitation, rentals and other utility charges; fuels; income (including, without limitation, common area charges and operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income cost pass throughs) shall be adjusted ratably prorated on a cash received basis, subject to the provisions set forth in Paragraph 11.5 below. It is understood that Buyer shall not be entitled to any income or revenue, and shall not be obligated for costs and expenses, under the CRG Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the contrary in the Final CRG Lease). Such proration shall be made as of 12:01 a.m. 11:59 p.m. Pacific Standard Time on the day immediately preceding the Closing Date ("the “Proration Date"Time”). Buyer shall be responsible for all real estate tax reassessment and increase as a result of the transactions contemplated under this Agreement. Seller shall be entitled to a credit all tax refunds for all transferable utility deposits transferred hereunder, if anyperiods prior to the Close of Escrow, and all other utility deposits, if any, may be withdrawn by and refunded Buyer shall remit the same to Seller and Purchaser promptly after receipt; provided, however, that Buyer 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 first deduct therefrom any portions thereof which are due prior to any of the tenants under the Leases and shall remit the same to such tenants. All monthly prorations shall be calculated on actual days of the applicable month and all annual prorations shall be calculated based on a 365-day year. Prior to the Closing Date, Seller and Buyer shall agree upon a schedule of expenses and prorations (“Proration and Expense Schedule”). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than April 30, 2008 (the “Survival Cut-Off Date”). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the parties under this Paragraph 11 shall survive the Close of Escrow through the Survival Cut-Off Date and shall not be merged with the Deed until the expiration of the Survival Cut-Off Date. The foregoing terms of this Paragraph 11.1 are subject to the terms of Paragraphs 11.2 through 11.5 below. 11.2 The leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be the sole responsibility of Seller and shall be paid by Seller. AssessmentsSeller at or prior to, excluding regular ad valorem real estate taxesor an appropriate credit therefor shall be provided by Seller to Buyer upon, payable in installments which are due subsequent the Close of Escrow; upon such payment and/or credit, Seller shall have no further obligations whatsoever with respect to the Closing Date shall be paid by Purchaseramounts and items set forth in such Schedule 11.2. If Notwithstanding the foregoing or anything to the contrary, (a) the tenant improvement allowance in the amount of $330,001.42 relating to the space leased by C▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. (the “C▇▇▇▇▇▇ Allowance”) shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any portion of such amount paid by Seller prior to the Close of Escrow (without obligation to do so) shall be credited to Seller upon the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments, whether with respect to base lease term (for Leases or Lease amendments executed after the date hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow; provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG Agreements or any space covered solely by the Final CRG Lease (except as may be set forth to the contrary in the Final CRG Lease). 11.3 As of the items Close of Escrow, Seller shall not be responsible for any charges, fees, assessments or other amounts relating to be prorated is not then ascertainableutilities, including, without limitation, those for sewer, electricity, water and gas (the adjustments thereof “Utility Charges”), which are incurred from and after the Closing Date. Buyer shall be on responsible to have the basis applicable utility companies switch service into Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges accruing after the Close of Escrow. Without limiting the most recent ascertainable dataforegoing, Seller may instruct any utility company that Seller no longer owns the Property and shall not be responsible for Utility Charges accruing after the Close of Escrow. If any ongoing real estate tax contest has Additionally, it is understood that Seller, prior to the Close of Escrow, may b▇▇▇ Tenants for electricity/power charges that may not been finalized be fully reimbursed to Seller by such Tenants as of the Closing Close of Escrow (the “Utility B▇▇▇ Amounts”). Buyer shall b▇▇▇ and use reasonable efforts to collect any such Utility B▇▇▇ Amounts in the ordinary course of business (and such Utility B▇▇▇ Amounts shall not be forgiven, reduced, deferred, delayed or suspended by Buyer) through the Survival Cut-Off Date, Purchaser and Seller agree that but shall not be obligated to engage a collection agency or take legal action to collect any such amounts. Buyer shall be entitled to retain ten percent (10%) of the tax bill existing prior to the conteUtility B▇▇▇ Amounts that it collects for delivery to Seller hereunder. Seller shall have the right to seek collection of any Utility B▇hall ▇▇ Amounts applicable to any period before the Close of Escrow from any Tenants, but shall not have the right to evict Tenants or to terminate or threaten to terminate any such Tenant’s Lease or right to possession of its premises. Any Utility B▇▇▇ Amounts actually collected by Buyer to which Seller is entitled hereunder shall be promptly delivered by Buyer to Seller (after deducting the most recent data for the tax year being contested, and (i) Purchaser agrees 10% set forth above to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest which Buyer is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser entitled). 11.4 Buyer shall be credited with and Seller shall be charged with an amount equal to the sum of (ibut Seller shall retain as its sole and separate property, notwithstanding any contrary provision in this Agreement) all Tenant any security deposits and interest thereon required advanced rentals in the nature of security deposits made by the lessees/licensees (the "Tenants”) under the Leases, and (ii) except to the amount of any other credits due to Tenants as of extent the Closing Date same have been applied 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 credit for an amount, determined on an accrual basis, equal said Leases (subject to the abatement provisions of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.Paragraphs 21.3

Prorations. 15.1 RentRents (exclusive ▇▇ ▇▇▇▇nquent rents, additional rent, but including prepaid rents); water and other utility charges; fuels; prepaid operating expenses; prepaid Service Contract payments; management fees in the amount of 5% of collections for the month in which the Closing occurs; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items)taxes; and all other similar items of expense and income shall be adjusted ratably as of of 12:01 a.m. A.M. on the Closing Date ("Proration Date"), and credited or debited to the balance of the cash due at Closing. Seller Refundable security deposits will be assigned to and assumed by Purchaser and credited to Purchaser at Closing. If for any reason the Proration Date is earlier than the Closing Date, then for the period from the Proration Date through the Closing Date, Purchaser shall be entitled to a credit for the benefit of all transferable of the income from the Property and shall bear the burden of all of the operating expenses of the Property, including, but not limited to, insurance, service contracts, employee wages and benefits, management fees, utility deposits transferred hereunder, costs and interest on the existing mortgages encumbering the Property (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 adjustment 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant final except as to Paragraph 15.4 Delinquent Rents referred to in b below. Purchaser shall be credited with and Seller shall be charged with an amount equal to If special assessments have been levied against the sum of (i) all Tenant security deposits and interest thereon required under the LeasesProperty for completed improvements, and (ii) then the amount of any other credits installments which are due prior to 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 paid by the Seller; and the amount of installments which are due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on shall be paid by the Closing DatePurchaser. Subject to the other terms of this Agreement, Purchaser All assessments for incomplete improvements shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Datebe paid by Purchaser.

Prorations. 15.1 Rent5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentrentals, water percentage rentals, operating cost pass-throughs and other utility charges; fuels; operating expenses; real sums and personal property taxes charges payable by the tenants), prepaid rentals and prepaid payments (adjusted for all tenants' liabilitiescollectively, if any"RENT") shall, for such items); and all other items of expense and income shall subject to the further provisions hereof, be adjusted ratably as of 12:01 a.m. prorated on the Closing Date ("Proration Date"). Seller basis that Buyer shall be entitled to receive a credit for all transferable utility security deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn actually held by and refunded to Seller and Purchaser for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall make its own replacement deposits not receive a credit for utilities any Rent Seller has not received as may be required by of the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due Closing that is allocable to the period prior to the Closing Date 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 paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to prorated as of 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 dataassessed valuation of and rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any ongoing real estate tax contest has necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which are allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property closed out effective as of the Closing ▇▇▇▇; if such close-out is not been finalized 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, Purchaser but which are not then due and payable (collectively, the "OPERATING EXPENSES"), shall 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 agree that the tax bill existing shall receive and retain any Operating Expenses paid by Tenants prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedClosing Date; provided, and (i) Purchaser agrees to re-prorate such amount as it relates however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the real estate tax proration for month in which the current tax year Closing occurs received by Seller prior to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser Closing Date or by Buyer on or after the Closing Date shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants prorated as of the Closing Date in accordance with the terms of the Leases, including prepaid rentDate. Buyer and Seller shall be entitled prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to retain all Tenant security depositsClosing with actual Operating Expenses paid by Seller with respect to such period, interest thereon, or other such credits due so that if there are any rebates owing to Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closingperiod of Seller's ownership, Seller shall give Purchaser credit pay Buyer the amount of such rebates at Closing, and if the Tenants owe the landlord any additional amounts for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases Operating Expenses with respect to the period from of Seller's ownership, Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer's receipt of the same (and after Buyer shall exert diligent good faith efforts to collect the Closing Datesame). Any prorations under this Agreement based upon monthly amounts shall be based upon a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. 15.1 RentIt is acknowledged that the Lessee, additional rentas lessee under the Property Lease, water shall continue to operate the Property from and other utility charges; fuels; operating expenses; real after Closing and, pursuant to said Property Lease, shall be entitled to all revenues generated from, and personal property shall be obligated to pay all taxes and expenses (adjusted for including all tenants' liabilitiesrental due under the Ground Lease) relating to, if anythe Property from and after Closing and during the entire term of the 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 no proration, at Closing of any revenue, tax or expense items hereunder. However, for such items); purposes of determining "Additional Rent" due and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on owing under the Property Lease for the year in which the Closing Date (i.e., the "Proration Commencement Date"). " under the Property 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 entitled deemed "Golf Course Revenue" or "Other Revenue" (as the case may be) under the Property Lease, attributable to a credit for all transferable utility deposits transferred hereunderperiods following the Commencement Date of the Property Lease term on an accrual basis in accordance with generally accepted accounting principles. (b) All of Seller's receivables, if any, unreceived revenue and all other utility deposits, if any, may be withdrawn by and refunded deferred income relating 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 operation of the Property prior to the Closing Date and not otherwise provided for in this Section 10.2 or elsewhere in this Agreement, shall remain the property of Seller ("SELLER'S RECEIVABLES") and shall not be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent deemed "Golf Course Revenue" or "Other Revenue" under the Property Lease attributable to any period falling within the Closing Date shall be paid by Purchaser. If the amount of any term of the items to be prorated Property Lease. It 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 acknowledged that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedLessee, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required lessee under the LeasesProperty Lease, and (ii) the amount of any other credits due shall continue to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller shall be entitled attempt 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on collect Seller's Receivables following the Closing Date. Subject Regardless of payee designation, all payments received following the Closing Date by the Lessee, as lessee under the Property Lease, from any club member who has an outstanding Seller's Receivables shall be presumed to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with be payments in respect to the period from currently due charges, and after thereafter to outstanding Seller's Receivables in the Closing Dateinverse order of maturity.

Prorations. 15.1 Rent, additional rent, water All rents and other utility charges; fuels; operating expenses; 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 taxes (adjusted for ad valorem taxes, and other operating expenses from the Property shall be prorated on the basis of a 365 day year through the day preceding the day of Closing. If Closing is extended by mutual agreement, all tenants' liabilitiesadjustments shall be made as of the day prior to the extended date. Without limitation upon the foregoing, if any, for such items); and all other the following items of expense and income shall be adjusted ratably or prorated between Contributor and OP as set forth below: (a) Monthly rents and percentage rent and "passthroughs" of 12:01 a.m. on 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 ("Proration Date"but OP shall not be required to litigate or declare a default in any Tenant Lease). Seller 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 credit for all transferable utility deposits transferred hereunder, if any, default in any Lease). With respect to delinquent rents and all any 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 amounts or other rights of any kind respecting tenants who are no longer tenants 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 Property as of the Closing Date, Purchaser Contributor shall retain all rights relating thereto. (b) Real estate and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax year being contested, levies. Such items shall be reapportioned between Contributor and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the OP if current tax year rates differ from the latest previous tax rates as soon as the same are known. Contributor agrees that to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant 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 Paragraph 15.4 below. Purchaser Closing but with reference to any period prior thereto during Contributor's ownership thereof, Contributor shall be credited with and Seller shall be charged with promptly pay to OP an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leasessuch additional assessments or levies. Similarly, and (ii) the amount of any other credits due to Tenants as if tax refunds become payable for periods during Contributor's ownership of the Closing Date in accordance with Property, such amounts (subject to adjustments for the terms potential claims of the Leases, including prepaid rent. Seller occupancy tenants that paid tax increases by way of rent escalations to Contributor) shall be entitled promptly paid over to retain all Tenant security depositsContributor. In the event that any assessments on the Property are payable in installments, interest thereon, or other such credits then the installment for the current period shall be prorated (with OP assuming the obligation to pay any installment due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases Date). In no event shall Contributor be charged with or be responsible for any increase in effect the taxes on the Closing Date. Subject to Property resulting from the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions sale of the Leases with respect to the period Property or from and any improvements made or lease entered into on or after the Closing Date. (c) Interest with respect to all indebtedness or liabilities which will be a credit to the Consideration to be paid by OP for the contribution of the Property by Contributor; (d) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis 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 assigned) to OP; (f) Utility charges levied against Contributor or the Property, and OP shall transfer all such utility services to its name and account immediately upon Closing; (g) Service Contracts on the basis of the charge or premium for the period involved; (h) Tenant improvements costs and leasing commissions for leases signed after the Effective Date shall be paid by OP if approved by OP in accordance with Section 4.3. (i) All other operating expenses incurred in the management and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 6.2 shall survive Closing. Any prorations of any kind described in this Agreement payable by Contributor to OP shall be treated as a reduction in the amount of the 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 Distribution Loan and the proceeds thereof that are distributed to Contributor under Section 1.2(d) of this Agreement.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real (a) Real estate and personal property taxes taxes, costs and revenues (adjusted for all tenants' liabilitiesincluding rents), if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on monthly assessments by the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if anyAssociation, and all other utility depositsproratable items shall be prorated as of the date of Closing. Seller 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, if anythe tax proration will be based upon the taxes for the prior year and, may at the request of either party, the taxes for the year of Closing shall be withdrawn reprorated and adjusted when the tax ▇▇▇▇ for such year is received and the actual amount of taxes is known. (b) Purchaser will receive a credit at Closing for the prorated amount of all base or fixed rent payable pursuant to the Leases and all additional rents (collectively, “Rent”) previously paid to, or collected by, Seller and attributable to any period following the Closing Date. Rents are “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the Closing Date. Delinquent Rent shall not be prorated at Closing. All Rent collected by Purchaser or Seller from each tenant under the Leases from and refunded after Closing will be applied as follows: (i) first, to Delinquent Rent owed for the month in which the Closing Date occurs, (ii) second, to any accrued Rents owing to Purchaser after Closing, and (iii) third, to Delinquent Rents owing to Seller for the period prior to Closing. Any 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 make its own replacement deposits for utilities as may not be required by to bring suit to collect same. Notwithstanding anything to the contrary contained herein, Seller shall not be prohibited or restricted from pursuing any tenant under the Leases for any Delinquent Rents due Seller for any period attributable to Seller’s ownership of the Property; provided that Seller shall wait for a period of not less than thirty (30) days following Closing before the initiation of a legal action for collection of Delinquent Rents against a prior tenant of Seller; and Seller’s right to proceed against a former tenant shall be limited to an action for Delinquent Rents and shall not seek to evict any tenant of the Property or to recover possession of an tenant’s space. (c) With respect to electricity, telephone, television, water and sewer services that are metered at the Property and other utilities (collectively, “Utilities”), Seller shall endeavor to have the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due companies providing the Utilities read the meters for the Utilities on or immediately prior to the Closing Date Date. Seller shall be paid by Sellerresponsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. AssessmentsIf such readings are not obtainable, excluding regular ad valorem real estate taxesthen, payable in installments until such time as readings are obtained, charges for all Utilities for which are due subsequent to readings were not obtained shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be paid by adjusted and reprorated to reflect the actual per diem rate for the billing period prior to Closing and Seller or Purchaser. If , as the case may be, shall promptly deliver to the other the amount of any of the items determined to be prorated is not then ascertainable, due upon such adjustment. (d) Association charges attributable to the adjustments thereof Units shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized current as of the Closing Date. However, Purchaser any special assessments, capital or other contributions imposed by the Association, including without limitation the January 16, 2014 special assessment for repair work to the Condominium building and Seller agree that past capital expenses of the tax bill existing Association with respect to common areas, the baywall, and seawall, and any other special assessment imposed by the Association prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedClosing Date, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and paid by Seller shall be charged with an amount equal in full at or prior to the sum Closing (irrespective of whether Seller previously elected to pay such assessments in installments). (ie) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 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 transferred or other such credits due Tenants for which credited to Purchaser receives credit and Seller is charged pursuant at Closing. The parties shall exchange figures to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal calculate prorations no later than three (3) days prior to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms The provisions of this Agreement, Purchaser Section 14 shall assume survive the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateClosing.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rentbut including prepaid rents); refundable security deposits and, if applicable under the laws of the State of North Carolina, interest thereon (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 (adjusted taxes, operating expenses which are reimbursable by the tenants for all tenants' liabilities, if any, for such items)the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, 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 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 ongoing real estate tax contest has not been finalized 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 and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts and the performance cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents except as set forth below, additional rent, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited to the Closing Date shall be paid by Sellerbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate 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. If All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. Seller shall receive a credit at Closing for an amount equal to 50% of all Rents which are delinquent for not more than 30 days at Closing. All other Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that the Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent free from any ongoing real estate tax contest claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and said Lease is not been finalized assigned to the Purchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date, Purchaser . Paragraph 12.2 of this Agreement shall survive the Closing and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, delivery and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as recording 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 RentExcept as otherwise provided herein, additional rent, water and receivables, other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be 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 anyamounts due KEM, and all other utility deposits, if any, may be withdrawn amounts payable by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities KEM such as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate property taxes, accounts payable in installments which are due prior to the Closing Date and other expenses 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. Seller and/or KEM, Purchaser and Seller agree that the tax bill existing prior as applicable, shall pay or cause to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate paid such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser amounts or an appropriate adjustment shall be credited with and made in the cash received by Seller at Closing or Seller and/or KEM shall be charged with an amount equal cause sufficient working capital to remain in the sum accounts of (i) all Tenant security deposits and interest thereon required under KEM to pay such items when due. Any monies held in bank accounts of the Leases, and (ii) the amount of any other credits due to Tenants KEM as of the Closing Date in accordance with the terms excess of the Leasesamounts needed to satisfy Seller’s or KEM’s obligations under the preceding sentence, including prepaid rent. will be distributed by KEM to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect through Escrow on the Closing Date. Subject Prorations and adjustments contemplated under this Section 21.2 shall be subject to post-Closing adjustments as necessary to reflect later relevant material information not available at Closing (including any material liabilities which were to be prorated hereunder discovered after Closing but relating to the other terms of this Agreementperiod prior to or including the Closing and any material adjustments required pursuant to Section 21.4(f), Purchaser shall assume the performance of all terms, covenants below) and conditions of the Leases to correct any material errors made at Closing with respect to such apportionments, and the period Party receiving more than it was entitled to hereunder (the “Reimbursing Party”) shall reimburse the other Party (the “Reimbursed Party”) in the amount of such over payment within thirty (30) days after receiving written demand thereof from the Reimbursed Party. Such written demand by the Reimbursed Party shall be accompanied by reasonable proof of the Reimbursed Party’s right to payment. Both the Reimbursed Party and Reimbursing Party agree to cooperate in good faith to resolve any disputes regarding such adjustments. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustment if no adjustments have been requested within six months (6) months after the Closing Date. Buyer and Seller further agree that (a) all rent prepaid by the County of Riverside under that certain Communications Tower Site Lease Agreement shall be transferred by KEM to Seller prior to Closing and will be retained by Seller, (b) the Settlement Agreement among KEM, Edison Construction, Inc. and ▇▇▇▇▇▇▇▇ Corporation, dated January 15, 2015, and the rights thereunder are expressly excluded from the KEM Assets and shall be assigned and transferred to Seller or EMMR at Closing pursuant to the Assignment of Contracts, and (c) all rent paid to KEM by FPN under the FPN Lease shall be retained by KEM at Closing without proration and not distributed to Seller. For the purposes of Sections 21.2 and 2.4, any information, adjustment, error or liability resulting in an expenditure or change of more than five thousand dollars ($5,000), individually or in the aggregate, shall be deemed “material”. Furthermore, the Burn Pit Holdback and Transformer Holdback shall be retained in Escrow at Closing and distributed pursuant to the terms of Section 21.11 below. The provisions of this Section 21.2 shall expressly survive the Closing for a period of eighteen (18) months.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rent, 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 (adjusted for all tenants' liabilities, if any, for such items)taxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, 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 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 ongoing real estate tax contest has not been finalized tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts and the performance cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 Rent16.1. Rents (including rent under the Ground Lease) (exclusive of delinquent rents, additional rentbut including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); interest, costs and fees accruing under the Loan Documents; water and other utility charges; fuels; prepaid operating expenses; management fees as provided in the management agreement with Insignia; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenantsTenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the Tenants for the period prior to the Closing Date, less any amount previously paid by the Tenants shall be credited to Seller; unpaid operating expenses for the period prior to the Closing Date shall be prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on January 1, 1996 (the 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 credited to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing data and if the 1995 real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the 1995 tax bill existing prior to the contecontest (adjus▇▇ ▇hall ▇, if necessary, to reflect 100% of the assessed value and taxes rather than 85%), shall be the most recent data for the tax year being contested, 1996 and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax 1996 proration for the current tax year to the extent such the 1995 tax contest is successfulsuccessful and (ii) Seller agrees to re-prorate such amount as it relates to the 1996 proration to the extent the 1995 tax contest is unsuccessful. Seller will receive a credit for any balances in escrow accounts established pursuant to the Loan Documents and acknowledged in writing by Lender. All other prorations will be adjusted finally pursuant final except as to delinquent rent referred to in Paragraph 15.4 16.2 below and as provided in Paragraphs 16.3, 16.4 and 16.5. Notwithstanding the terms and provisions of Paragraph 16.2 below, Purchaser acknowledges that the Government pays rent under the U. S. Government Lease for Real Property No. GS-04B-15730 dated August 5, 1977, as amended (the "G.S.A. Lease"), in arrears. Upon receipt by Purchaser, Purchaser shall pay over to Seller Seller's pro rata share of the rent paid by the Government for the month in which the Closing occurs. Notwithstanding anything contained herein to the contrary, Purchaser's obligation to pay such funds to Seller as set forth more fully in this Paragraph 16.1 shall survive the Closing and the recording of the Deed. 16.2. Except as set forth in the second to the last sentence of Section 16.1 above, 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. Paragraph 16.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 16.3. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is retaining the following rights, none of which are being conveyed, assigned or transferred to Purchaser pursuant to this Agreement or any documents executed by Seller in connection herewith. All of the items set forth in this Section 16.3 shall survive the Closing and the recording of the Deed. 16.3.1. Seller has advised Purchaser that Seller has protested the real estate taxes for the Property for calendar years 1991, 1992, 1993, 1994 and 1995. All refunds in connection with such tax protests 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. 16.3.2. Seller has advised Purchaser that Seller has applied to the U.S. Olympic Committee to receive tickets to the 1996 Olympics to be credited held in Atlanta, Georgia and that the application for the tickets was made in the name of the Property. The tickets assigned to the Property are set forth on Exhibit V attached hereto and made a part hereof. All tickets shall remain the property of Seller and are not being assigned, transferred or conveyed to Purchaser. If any such tickets are delivered to Purchaser, Purchaser agrees to promptly deliver such tickets to Seller. Purchaser agrees, at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller, in connection with the foregoing tickets. 16.4. Seller hereby agrees to pay and discharge the lien of all charges for real estate taxes for 1995 and prior years of Seller's ownership of the Fee Property. The provisions of the foregoing sentence shall survive the Closing and delivery and recording of the Deed. Notwithstanding anything contained herein to the contrary, on the Closing Date, Seller shall establish an escrow (the "Real Estate Tax Escrow"), pursuant to which Seller shall deposit the following sums into escrow to be charged with held by Escrowee and to be governed by the terms of an amount equal escrow agreement, the form of which shall be agreed upon by Seller and Purchaser prior to the sum expiration of the Inspection Period: (a) that portion of the refunds actually received for real estate taxes due from the City of Atlanta and Fulton County, Georgia on accoun▇ ▇▇ ▇he tax appeals filed for the calendar years 1991, 1992 and 1993 necessary to reconcile real estate taxes paid by Tenants, but only with respect to those Tenants entitled to refunds under their respective Leases and also deducting therefrom Seller's estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal filed for such calendar years (the "1991-93 Amount"); provided, however, that Seller shall promptly deposit into the Real Estate Tax Escrow any refund received subsequent to the Closing Date on account of the refunds for real estate taxes for the calendar years 1991 and 1992 to the Real Estate Tax Escrow less estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal for such calendar year. The provisions of the foregoing sentence shall survive the Closing and recording of the Deed; plus (b) the greater of: (i) all Tenant security deposits the difference between the amount of 1994 and interest thereon required under 1995 real estate taxes which would have been due on the LeasesProperty, as previously assessed if no tax appeal had been filed for each such calendar year and the actual amount of real estate taxes paid for the calendar years 1994 and 1995; and (ii) the amount of any other credits due necessary to reconcile real estate taxes paid by Tenants for calendar years 1994 and 1995, but only with respect to those Tenants entitled to refunds under their respective Leases and also deducting therefrom Seller's estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal filed for such calendar years (the "1994-95 Amount"). 16.4.1. The 1991-93 Amount shall be disbursed: (a) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1991-93 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (b) Directly to Tenants under Leases which terminated prior to the Closing Date Date, to the extent such Tenant is entitled to its pro rata share of the 1991-93 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts, if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the terms preceding sentence; and (c) Any remaining balance of the Leases1991-93 Amount, including prepaid rent. Seller together with all interest earned thereon, shall be entitled refunded 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms first (1st) anniversary of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date. 16.4.2. The 1994-95 Amount shall be disbursed as follows: (a) If Seller's tax appeal for the calendar year 1994 is successful, that portion of the 1994-95 Amount attributable to the calendar year 1994 shall be disbursed: (i) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (ii) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (iii) Any remaining balance of that portion of the 1994-95 Amount attributable to 1994, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the final determination of the 1994 tax contest. (b) If Seller's tax appeal for the calendar year 1994 is not successful, that portion of the 1994-95 Amount attributable to 1994 shall be applied to pay the amount of 1994 real estate taxes actually assessed by the City of Atlanta and Fulton County, Georgia, respecti▇▇▇▇, and any remaining balance attributable to 1994 shall be promptly disbursed to Seller. (c) If Seller's tax appeal for the calendar year 1995 is successful, that portion of the 1994-95 Amount attributable to 1995 shall be disbursed: (i) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (ii) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts, if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (iii) Any remaining balance of that portion of the 1994-95 Amount attributable to 1995, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the final determination of the 1995 tax contest. (d) If Seller's tax appeal for the calendar year 1995 is not successful, that portion of the 1994-95 Amount attributable to 1995 shall be applied to pay the amount of 1995 real estate taxes actually assessed by the City of Atlanta and Fulton County, Georgia, respecti▇▇▇▇, and any remaining balance attributable to 1995 shall be promptly disbursed to Seller.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding the Closing Date (the "Proration DateTime"). Seller , the following (collectively, the "Proration Items"): (i) Rents, in accordance with Section 10.4(b) below. (ii) In the event that there shall be entitled any expenses attributable to the operation, maintenance or ownership of the Property that are not paid directly by the Tenant under the Lease ("Other Proration Items"), then Seller will be responsible for the amounts thereof relating to the period up to and including the Closing Date, and Purchaser will be responsible for the amounts thereof relating to the period after the Closing Date. Accordingly, to the extent that Seller prepaid for any Other Proration Items that are attributable to the period after the Closing Date, Seller will receive a credit therefor at Closing. Conversely, at Closing, to the extent that Seller has not yet paid for any Other Proration Items that are attributable to the period on or prior to the Closing Date, then Purchaser shall receive a credit for all transferable utility deposits transferred hereundersuch Other Proration Items and shall pay such expenses when due, or, if anypast-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 other utility deposits, if any, may of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be withdrawn set forth on a preliminary closing statement to be prepared by and refunded to Seller and submitted to 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 (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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are 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 known 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be credited with and Seller shall be charged with an amount equal to made on the sum basis of (i) all Tenant security deposits and interest thereon required under the Leasesactual 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 (ii12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount of any other credits due to Tenants (as of the Closing Date Proration Time) of all Rental (as defined below in accordance with this paragraph) previously paid to or collected by Seller and attributable to any period following the terms of the Leases, including prepaid rentProration Time. 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 After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit 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 building operation and maintenance costs and expenses and real estate taxes as provided for an amountunder the Lease, determined on an accrual basis, equal to the abatement of rent for extent the same exceeds any period on expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property or office park association dues, and after other sums and charges payable by the Closing Date Tenant under the Lease. Rental is "Delinquent" when it was due prior to which Tenants are entitled under Leases in effect on the Closing Date, and payment thereof has not been made on or before the Proration Time. Subject Delinquent Rental will not be prorated. Purchaser agrees to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases use good faith collection procedures with respect to the period collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by the Tenant. Seller reserves the right to pursue a 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 Closing DateTenant 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 other any sums received by either party that are due to the other pursuant to this Section 10.4(b).

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rent, 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 (adjusted for all tenants' liabilities, if any, for such items); and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, 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 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant final except as to delinquent rent referred to in Paragraph 15.4 12.2 below. 12.2. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of All basic rent paid following the Closing Date in accordance with the terms by any tenant of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits due Tenants Property who is indebted under a lease for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of basic rent for any period on prior to and after including the Closing Date to which Tenants are entitled under Leases shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in effect on full. All rent payments received from tenants following the Closing Date. Subject to the other terms of this Agreement, Purchaser Date shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period 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 the delivery and recording of the deed.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between the Sellers and Purchaser as of 12:01 a.m. on the Closing Date ("Proration on the basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall 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 Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), 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 instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Sellers. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to the applicable Seller, with such Seller’s share thereof being held by Purchaser in trust for such Seller and promptly delivered to such Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which the applicable Seller is entitled to receive a share of charges or amounts without first obtaining such Seller’s written consent, which consent may be given or withheld in such Seller’s sole and absolute discretion. Sellers hereby reserve the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to a Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Sellers shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Sellers of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Sellers shall retain all rights relating thereto. Any rents received by Sellers applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to the applicable Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If a Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of such Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide the applicable Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to the applicable Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to the applicable Seller an invoice from Purchaser together with evidence reasonably satisfactory to such Seller indicating that such sums are due to such tenants. The applicable Seller shall pay Purchaser such Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that such Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, a Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid 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 utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to the applicable Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Sellers pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Sellers relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Sellers for costs and expenses incurred by Sellers in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the expiration of the Due Diligence Period. Sellers shall be responsible for those leasing costs set forth on Exhibit E and all other brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or 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 Pacific Builders Inc. (the “Existing Construction Contracts”) for improvements in and around the respective premises occupied by ▇▇▇▇, ▇▇▇▇▇▇▇ and Associates, Dental Community Management, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Family Legacy Trust, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Current Work”). Buyer acknowledges that Seller is currently negotiating additional contracts (the “Prospective Construction Contracts” and together with the Existing Construction Contracts, collectively, the “Construction Contracts”) for work to be performed in and around the respective premises occupied by Goranson, Bain, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C., LiquidAgents, LLC, and Lifeway Financial Corporation (the “Prospective Work” and together with the Current Work, collectively, the “TI Work”), the estimated cost of which is also reflected in the Seller Leasing Costs set forth on Exhibit E. Notwithstanding anything to the contrary herein (including, without limitation Section 7.2.2) Buyer hereby approves the Prospective Construction Contracts to be entered into by Seller prior to the Closing. If any of the TI Work is not completed prior to the Closing, Buyer shall be entitled to a credit for all transferable utility deposits transferred hereunderat Closing in the amount of the unpaid remaining TI Work pursuant to this Section 5.4.3, 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 assume 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 applicable Construction Contract(s) as of the Closing Date. 5.4.4 As provided in Section 11.1.2, Purchaser and Seller agree that the tax bill existing prior Sellers shall be responsible for paying all fees, costs or commissions owing to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and Broker (ias defined in Section 11.1.2) Purchaser agrees to re-prorate such amount as it relates with regard to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser transactions contemplated by this Agreement. 5.4.5 The provisions of this Section 5.4 shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 survive the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted The Purchase Price for all tenants' liabilities, if any, for such items); and all other items of expense and income the Property shall be adjusted ratably subject to prorations and credits as follows to be determined as of 12:01 a.m. A.M. on the Closing Date, the Closing Date ("Proration Date")being a day of income and expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a credit at Closing for all rents collected by Seller prior to the Closing and allocable to the period after Closing. No credit shall be entitled given the Seller for accrued and unpaid Rent or any other non-current sums due from tenants unless and until said sums are paid. Any portion of any rents collected subsequent to a credit for all transferable utility deposits transferred hereunder, if any, the Closing Date and all other utility deposits, if any, may be withdrawn by and refunded properly allocable 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 periods prior to the Closing Date shall be paid by paid, promptly after receipt, to the Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date Date, if any, shall be paid to Purchaser. Seller shall be solely responsible for collecting any rent under the Tenant Leases which is past due as of the Closing; provided, however, Purchaser shall be responsible for collecting any rent due for the month in which the Closing occurs and shall pay to Seller the portion of such rents if, as and when collected which has accrued prior to Closing. Any security deposits held by PurchaserSeller at Closing shall be credited to Purchaser on the Closing Date. 2. Seller shall be entitled to collect from tenants the monthly adjustment rent or escalation payments payable under the Tenant Leases for the period prior to Closing for taxes and operating expenses for the Project, and Purchaser shall retain all such monthly rent or payments for the period after Closing. As soon as all such taxes and operating expenses for the Project are finally determined for the year in which the Closing occurs, Purchaser shall be responsible for adjusting with the tenants the adjustment rent or escalation payments paid under the Tenant Leases for such year. Seller shall pay to Purchaser Seller's share of any such adjustment payments owed to tenants under the Tenant Leases, and Purchaser shall remit to Seller Seller's share of any such adjustment payments paid by tenants; and Seller shall indemnify and hold Purchaser harmless in connection with all claims for Seller's share of the adjustments owed to tenants, which indemnity shall survive the Closing. Seller's share of any adjustments shall be determined based on the portion of operating expenses and real estate taxes for the year incurred by Seller (after taking into account any prorations pursuant to this Section D). 3. Purchaser shall receive a credit for any accrued but unpaid real estate taxes imposed in respect of the Project for the portion of the current year which has elapsed prior to the Closing Date (and to the extent unpaid, for prior years). If the amount of any such taxes have been determined as of Closing, such credit shall be based on the most recent ascertainable taxes and shall be reprorated upon issuance of the items final tax bill. Seller shall also give Purchaser a credit for any special assess▇▇▇▇s against the Project which are due and payable prior to Closing. 4. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the meters, if any, for utilities to be prorated read the day on which the Closing Date occurs and to pay the bills rendered on the basis of such readings. If any such reading for any utility is not available, then ascertainable, the adjustments thereof adjustment therefor shall be made on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of recently issued bills therefor which are based on meter readings no earlier than thirty (30) days prior to the Closing Date, ; and such adjustment shall be reprorated when the next utility bills are received. 5. Charges payable under the Service Contracts assigned to Purchaser and Seller agree that pursuant to this Agreement. 6. Any vault fees or similar payments for the tax bill existing Project. At least five (5) days prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedClosing, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal deliver to Purchaser copies of all information and records necessary to support the sum of (i) all Tenant security deposits and interest thereon required under prorations hereunder. In the Leasesevent any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller either party shall be entitled to retain all Tenant security depositsan adjustment to correct the same, interest thereon, or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the provided no adjustments shall be requested more than one (1) year after Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.

Prorations. 15.1 RentThe Title Company shall prorate all rents, additional rentnon-delinquent real property taxes, water water, sewer, and other utility charges; fuels; operating expenses; real and personal property taxes , amounts payable under the Service Contracts, annual permits and/or inspection fees (adjusted for all tenants' liabilitiescalculated on the basis of the period covered), insurance premiums (as to those policies, if any, for such itemsthat Buyer determines will be continued after the Closing); , and all other items expenses normal to the operation and maintenance of expense and income shall be adjusted ratably the Property on the basis of a 365-day year as of 12:01 a.m. on the Closing Date ("Proration Date")date the grant deed is recorded. Seller shall be entitled endeavor to a credit have all meters for serving utilities, including, but not limited to, water, sewer, gas, and electricity read on the day before the Closing Date for proration purposes. Seller shall transfer to Buyer at the Closing all transferable utility security deposits transferred hereunderand other sums held for tenants and shall supply Buyer with an updated list of all tenants, if anysecurity deposit amounts and the originals of all tenant leases together with the tenant files. At Closing, Seller shall transfer possession of the Property so that Buyer or its assignee may immediately continue with ongoing leasing operations and Seller shall cooperate with Buyer in providing all information that pertains to: delinquent rents, late fees, evictions, damages to retail units, and all other utility deposits, if any, may be withdrawn by and refunded to similar matters. 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 Buyer hereby agree that if any of the items to aforesaid prorations cannot be prorated is not then ascertainable, the adjustments thereof shall be calculated accurately 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 then the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser same shall be credited with and Seller shall be charged with an amount equal to the sum of calculated within thirty (i30) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and days after the Closing Date to which Tenants are entitled under Leases in effect and either party owing the other party a sum of money based on the Closing Date. Subject such subsequent proration(s) shall promptly pay said sum to the other terms party, together with interest thereon at the rate of this Agreement, Purchaser shall assume ten percent (10%) per annum from the performance of all terms, covenants and conditions of the Leases with respect Closing Date to the period from and date of payment if payment is not made within ten (10) days after the Closing Datedelivery of a bill therefore.

Prorations. 15.1 RentAll real property taxes, additional rent, water and other utility charges; fuels; operating expenses; real and personal property ---------- taxes, ad valorem obligations and similar Taxes imposed on a ---------- periodic basis, in each case levied with respect to the Rooftop Assets, other than conveyance taxes (adjusted provided for all tenants' liabilities, if anyin Section 2.5, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on a taxable period which includes (but does not end on) the Closing Date (collectively, the "Proration DateApportioned Obligations") shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period occurring prior to the Closing Date (the "Pre-Closing Tax Period") and the number of days of such taxable period occurring on or after the Closing Date (the "Post-Closing Tax Period"). Seller shall be entitled liable for the proportionate amount of such Taxes that is attributable to a credit for all transferable utility deposits transferred hereunderthe Pre-Closing Tax Period. As soon as practical after the Closing Date, 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 present a statement for utilities reimbursement for such Taxes with respect to which each is entitled to reimbursement under this Section 15.4(a), together with such supporting evidence as may be required by is reasonably necessary to calculate the respective utilities involvedproration amount. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date The proration amount shall be paid by Sellerthe party owing it to the other within ten (10) days after delivery of such statement. AssessmentsThereafter, excluding regular ad valorem real estate taxesSeller shall notify Purchaser upon receipt of any ▇▇▇▇ for such Taxes relating to the Rooftop Assets, payable in installments part or all of which are due subsequent attributable to the Post- Closing Date Tax Period, and shall be paid by Purchaserpromptly deliver such ▇▇▇▇ to Purchaser who shall pay the same to the appropriate Taxing authority, provided that if such ▇▇▇▇ covers the Pre-Closing Tax Period, Seller shall also remit to Purchaser prior to the due date of assessment payment the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. If In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 15.4(a), the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of any of reimbursement to which the items presenting party is entitled along with such supporting evidence as is reasonably necessary 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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) calculate the amount of any other credits due to Tenants as reimbursement. Any payment required under this Section and not made within ten (10) days of delivery of the Closing Date in accordance with statement shall bear interest at the terms rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits due Tenants Code for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Dateeach day until paid.

Prorations. 15.1 Rent(a) Rents, additional rentincluding, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilitieswithout limitation, percentage rents, if any, for and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such itemscollection occurs prior to, on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), shall all other items of expense and income shall be adjusted ratably prorated as of 12:01 a.m. on the Closing Date ("Proration Date")date the Deeds are recorded on the basis of a 365-day year. Seller shall be entitled to receive a credit at Closing for all transferable utility deposits transferred hereunder, if any, the tenant improvements and all other utility deposits, if any, may leasing commissions described in Section 7.2. Any sums collected by Buyer from tenants after the Closing shall be withdrawn by promptly paid to current rents and refunded then to Seller to the extent of any remaining rents and Purchaser other sums which were delinquent at Closing. Buyer shall make its own replacement use reasonable efforts to collect such delinquent rents but shall have no obligation to commence a legal proceeding to collect such sums. If Buyer has not been able to collect any delinquent rents within ninety (90) days after the Closing, Seller may bring legal actions to collect such rents, provided Seller shall have no right to terminate any tenant's lease. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for utilities as may be required by the respective utilities involvedamount of any utility or other deposits with respect to the Property. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due Seller shall use reasonable efforts to obtain a utility reading immediately prior to the Closing Date Date. Buyer shall cause all utilities to be paid by Sellertransferred into Buyer's name and account at the time of Closing. 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 Seller and Buyer hereby agree that if any of the items to aforesaid prorations and credits cannot be prorated is not then ascertainable, the adjustments thereof shall be calculated accurately 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 then the same shall be calculated as soon as reasonably practicable after the Closing Date and Seller agree that either party owing the tax bill existing prior other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the conte▇▇ ▇hall be other party. (b) For the most recent data properties located in Arizona, Seller shall pay for the tax year being contested, and premium for a standard coverage title policy. Buyer shall pay for (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration additional premium for extended coverage and (ii) the cost of all endorsements. The escrow fees and recording costs shall be equally borne by both Buyer and Seller. For the property located in New Mexico, Seller shall pay for the current tax year to the extent such tax contest is successfultitle insurance policy. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser Buyer shall be credited with and Seller shall be charged with an amount equal to the sum of pay for (i) the cost of all Tenant security deposits endorsements and interest thereon required under the Leasescosts of deleting the standard preprinted exceptions, (ii) all recording costs and (iii) the environmental audit and any other inspections. The escrow fees shall be equally borne by both Buyer and Seller. For the property located in Texas, Seller shall pay for (i) the title insurance premium, and (ii) the amount cost of any recording the deed. Buyer shall pay for the cost of all endorsements. The escrow fees shall be equally borne by both Buyer and Seller. For the properties located in Colorado, Buyer shall pay for (i) all recording costs, (ii) the documentary fees and (iii) the costs of all endorsements and extended title coverage. Seller shall pay for the premium for basic title coverage. The escrow fees shall be equally borne by both Buyer and Seller. All other credits due to Tenants as costs associated with the closing of the Closing Date transaction contemplated herein shall be paid in accordance with the terms local custom of the Leases, including prepaid rent. Seller county in which the Property is located. (c) The provisions of this Section 8.5 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 survive the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.

Prorations. 15.1 Rent(a) At the Closing, additional rent, water all Taxes related to the Owned Real Property (and other utility charges; fuels; operating expenses; real and personal property taxes the Leased Real Property to the extent such Taxes are the responsibility of the tenant under the relevant Lease) (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income “Real Estate Taxes”) shall be adjusted ratably pro rated as of 12:01 a.m. follows: (i) with respect to Real Property located in Wisconsin, on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereundercalendar year basis, 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; and (ii) with respect to Real Property located in Iowa, Purchaser and (A) Seller agree that the tax bill existing prior to the conte▇▇ ▇hall shall be the most recent data responsible for the tax year being contestedReal Estate Taxes billed in (or around) September 2009 and all prior Tax bills, and (iB) Purchaser agrees to re-prorate such amount as it relates the Real Estate Taxes billed in (or around) March 2010 shall be prorated and adjusted between the parties, based upon their respective ownership during the first six (6) months of 2009; and (b) Seller shall be responsible for all special assessment installments related to the real estate tax proration for Owned Real Property (and the current tax year Leased Real Property to the extent 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 special assessment installments are the sum responsibility of (i) all Tenant security deposits and interest thereon required the tenant under the Leasesrelevant Lease), and which are billed (iieven if not yet due) the amount of any other credits due on or prior to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject , and Buyer shall pay all special assessment installments related to the other terms of this Agreement, Purchaser shall assume Owned Real Property (and the performance of all terms, covenants and conditions Leased Real Property to the extent such special assessment installments are the responsibility of the Leases with respect to tenant under the period from and relevant Lease) first billed after the Closing Date. (c) Personal property Taxes allocable to the personal property to be purchased under this Agreement which are billed or are to be billed in 2009 shall be prorated and adjusted between the parties, on a calendar year basis, as of the Closing Date. (d) All rent payments, common area maintenance (CAM) charges, utility bills and other similar charges related to the Acquired Real Property shall be prorated as of the Closing Date. (e) All payroll Taxes and other similar Liabilities related to the Representatives of the Company Group shall also be prorated as of the Closing. (f) With respect to any items to be prorated, including, without limitation, Taxes, that have not been billed as of the Closing, agreed upon estimates shall be used in prorations, and such estimates shall be deemed to be conclusive. (g) Notwithstanding any other provisions hereof, all amounts that are the responsibility of, or otherwise allocated to, Seller under this Section 2.13 shall reduce the Purchase Price at Closing either directly or as a reduction in the calculation of the Net Equity Amount.

Prorations. 15.1 RentAll normal and customarily proratable items, additional rentincluding without limitation, water and other utility charges; fuels; operating expenses; real estate and personal property taxes and assessments, utility bills (adjusted except as hereinafter provided), collected rents and other income, and Operating Contract payments (under Operating Contracts assumed by Buyer), shall be prorated as of the Closing Date, Seller being charged and credited for all tenants' liabilities, if any, for such items); 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 same relating to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior period up to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent and Buyer being charged and credited for all of the same relating to the period on and after the Closing Date shall be paid by PurchaserDate. If the amount of any such item is not known at the time of the items to be prorated is not then ascertainabledelivery of the Deed, the adjustments thereof such item shall be apportioned on the basis of the most recent ascertainable datacomparable period of the prior year with a reapportionment within thirty (30) days of the Closing Date or as soon thereafter as the amount of the item is actually determined. If any ongoing real estate No proration shall be made in relation to delinquent rents, common area expense charges or tax contest has not been finalized payments (collectively, “Delinquent Rents”) existing, if any, as of the Closing Date. To the extent that such Delinquent Rents or reimbursement obligations are paid or payable after Closing, Purchaser Buyer agrees to use reasonable efforts to secure said Delinquent Rents and reimbursements from the tenants (with no obligation, however, to incur any additional out-of-pocket costs with respect thereto) and as soon as the same are received by Buyer, said receipts shall be applied first to any amounts expended by Buyer to secure Delinquent Rents, then to the rents owed by such tenant for any period after Closing, then to the rents owed by such tenant for the month of the Closing, and then to Delinquent Rents. Seller agree that reserves the tax bill existing right to bring suit against tenants of the Property to collect for Delinquent Rent (and other charges due to Seller for the period prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedClosing) but Seller may not, and (i) Purchaser agrees to re-prorate such amount as it relates subsequent to the real estate tax proration date hereof, bring suit for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as possession 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 premises occupied by such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Datetenants.

Prorations. 15.1 Rent, additional rent, water Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); tenant reimbursement obligations for operating expenses paid by Seller for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits to the extent actually transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the 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 , shall be the most recent data for the tax year being contested, contested and (i) Purchaser agrees to re-prorate such amount as it relates related to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant final except as to delinquent rent referred to in Paragraph 15.4 below15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited with and Seller shall will be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rentbeing held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits credit due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At Seller and Purchaser agree to cooperate in the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on calculation and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance reporting of all terms, covenants and conditions of the Leases with respect closing prorations at least two (2) business days prior to the period from and after the Closing Date. 15.2 All basic rent collected by Seller shall be prorated as of 12.01 a.m.

Prorations. 15.1 RentPurchaser and Seller shall apportion as of midnight of the day preceding the Closing, additional rentthe items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of this Section 14 shall survive the Closing. The items to be adjusted are: 14.1.1 city, water state, county, school, ad valorem taxes and other utility chargesassessments for the fiscal year of sale; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for should such items); and all other items of expense and income shall proration be adjusted ratably as of 12:01 a.m. inaccurate based on the Closing Date ("Proration Date"). Seller actual millage set forth on the ad valorem tax ▇▇▇▇ if the current tax ▇▇▇▇ was not been received by the date of the Closing, either party may demand after the date of Closing, that such taxes and assessments be reprorated based on the actual ▇▇▇▇ and shall be entitled to a credit for receive upon demand, any amount owing to such party based on such reproration; 14.1.2 all transferable utility deposits transferred hereunderbase rent, if any, percentage rent and all other utility deposits, if any, may be withdrawn by additional rent and refunded similar charges to Seller and Purchaser shall make its own replacement deposits for utilities as may be required the extent collected by the respective utilities involved. AssessmentsSeller, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date except that percentage rents shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent separately apportioned for each Tenant who is obligated 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 pay percentage rent on the basis of the most recent ascertainable datafiscal year set forth in the Tenant’s Lease. If To the extent that Seller or Purchaser receives any ongoing real estate tax contest has not been finalized base rent, percentage rent and/or other additional rent or other charges after the Closing, the same shall be immediately delivered to Purchaser to be applied in accordance with the terms of Section 14.2. 14.1.3 all other income and all operating expenses of the Property for the Assumed Contracts and public utility charges and any charges or payments under the REA shall be prorated at the Closing effective as of the Closing Date, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller agree that and Purchaser shall prorate public utility charges as of midnight of the tax bill existing prior day preceding the Closing based on applicable utility bills. Notwithstanding anything herein to the conte▇▇ ▇hall be the most recent data for the tax year being contestedcontrary, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser there shall be credited no apportionment of any fees or charges with respect to Seller’s termination of the Existing Management Agreement. 14.1.4 At Closing, any prepaid rents and security deposits under the Leases (together with any interest accrued thereon) shall be transferred to Purchaser by way of a credit in favor of Purchaser. At Closing, the GH Reimbursement shall be a credit in favor of Seller. 14.1.5 At Closing, Seller shall be charged with an amount equal to pay (or, if Seller has not already paid, shall give Purchaser a credit against the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (iiPurchase Price) the amount of all allowances, concessions, inducements and/or landlord improvement work provided for in any other credits due to Tenants as of the Closing Date Leases that were not fully paid or performed, except for the allowances identified in accordance clauses “(x),” “(y)” and “(z)” of Section 8.1.9(d) and the Imperial Spa Work which allowances and work shall be Purchaser’s responsibility following the Closing. 14.1.6 At Closing, in the event any amounts are owing for leasing or brokerage commissions with the terms respect to any of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, whether such costs are payable before or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At after the ClosingClosing Date, Seller shall give grant Purchaser a credit for an amount, determined on an accrual basis, equal against the Purchase Price in the aggregate amount of any such unpaid commissions and Purchaser shall assume the obligation to pay to the abatement applicable broker the amount actually received by Purchaser as credit in respect of rent the commission owing to such broker, except for any period on and after the Closing Date commissions due to which Tenants are entitled under Leases in effect on the Closing Date. Subject MCC Realty Management, Inc. pursuant to the other terms Non-Exclusive Leasing Agreement attached hereto as Exhibit “O” with respect to the Great Harvest Market and the Imperial Spa Leases. 14.1.7 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, Purchaser shall assume all the performance unpaid installments of all terms, covenants any such assessment due and conditions of the Leases with respect payable in calendar years prior to the period from year in which the Closing occurs, if any, shall be paid by the Seller and all installments becoming due and payable after the Closing, if any, shall be assumed and paid by the Purchaser, except, however, that any installments which are due and payable in the calendar year in which the Closing Dateoccurs shall be adjusted pro rata.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income a) Each Seller shall be adjusted ratably as entitled to all rent and related payments under the Revenue Leases to which it is party relating to any period (or portion thereof) preceding the Closing Date (regardless of 12:01 a.m. the actual rent receipt date). Purchaser shall promptly remit to MobileMedia Communications on behalf of Sellers, all rent and related payments that Purchaser receives or collects from Tenants under the Revenue Leases regarding rent relating to any period (or portion thereof) preceding the Closing Date. Such rent shall include the application of any guarantee payments, indemnities, setoffs or similar payments or recoveries that are applied to rent. The parties agree that all such payments received by Purchaser or its representatives from or on behalf of a Tenant shall applied in the following order: (i) first, to unpaid rent that has been due within sixty (60) days preceding such rent receipt date, first applied to rent that is most remotely in arrears, (ii) next, to rent that is due on such rent receipt date or comes due during the immediately succeeding forty (40) -day period, (iii) next, to unpaid rent that has been due more than sixty (60) days preceding such rent receipt date, first applied to rent that is most remotely in arrears, and (iv) then, to rent coming due more than forty (40) days after such rent receipt date. Notwithstanding the foregoing provisions of this Section 7.07(a), Purchaser shall be entitled to all rent under the Revenue Leases which comprises rental payments relating to any period (or portion thereof) on or after the Closing Date ("Proration DatePost-Closing Period Revenue Leases Prepaid Rent"). Seller , and Sellers shall deliver to Purchaser at Closing by payment of an amount equal to any Post-Closing Period Revenue Leases Prepaid Rent. (b) Sellers shall be entitled responsible for paying all rent under the Ground Leases relating to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments any period (or portion thereof) which are due ends on or prior to the date immediately preceding the Closing Date shall be Date. As applicable, with respect to rent under any Ground Lease that has been paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments or for any Seller and which are due subsequent comprises rental payments relating to any period (or portion thereof) on or after 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 ("Post-Closing DatePeriod Ground Leases Prepaid Rent"), Purchaser and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with reimburse Sellers at Closing by payment of an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due Post-Closing Period Prepaid Ground Lease Rent. (c) Utility charges, personal property taxes, real estate taxes and similar items relating to Tenants the Assets shall be ratably adjusted among the parties at the Closing (or as soon as reasonably practicable thereafter to the extent that the allocation is undetermined by the Closing Date). Subject to Section 3.01(k) regarding the allocation of Transfer Taxes And Charges, and without limiting the foregoing provision of this Section 7.07(c), Sellers shall be responsible for taxes relating to the Assets regarding any period (or portion thereof) which ends on or prior to the date immediately preceding the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller and Purchaser shall be entitled to retain responsible for 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 credit for an amount, determined on an accrual basis, equal taxes relating to the abatement of rent for Assets regarding any period (or portion thereof) on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and or after the Closing Date.

Prorations. 15.1 RentAt Closing, additional rent, water the following prorations shall be computed and other utility charges; fuels; operating expenses; real apportioned between Buyer and personal property taxes Seller as of the date of Closing based on the ratio of the number of days in the period for which such charges are paid to the number of days in such period (adjusted for i) before but not including the date of Closing and (ii) from and after the date of Closing: 6.5.1 The parties shall prorate all tenants' liabilities, rents payable under the Leases (if any) (“Rents”). Buyer will receive a credit at Closing for the prorated amount of all Rent previously paid to, for such items); or collected by, Seller and all other items of expense attributable to any period from and income shall be adjusted ratably as of 12:01 a.m. on after the Closing Date ("Proration Date"). Rents are “Delinquent” when they were due on or 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. Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, rent collected prior to Closing and all other utility deposits, if any, may be withdrawn by and refunded attributable 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 any period on or 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 as well as any and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year all Rents collected after Closing to the extent such tax contest is successfulamount relates to any Delinquent Rent. 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 sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller Buyer shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit Rents actually collected prior to Closing and Seller is charged pursuant attributable to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on Date, as well as any Rents (other than Delinquent Rent) collected after the Closing Date. Subject to Any Rent collected by Seller and due Buyer per the other terms of this AgreementAgreement shall be promptly remitted to Buyer by Seller except to the extent Buyer received a credit for such amounts through Escrow Holder in accordance with this Section 6.5.1. Notwithstanding anything to the contrary contained herein, Purchaser the term “additional rents” shall assume mean any and all amounts due from the performance existing tenants for operating expenses, common area maintenance charges, taxes, shared utility charges, management fees, insurance costs, other comparable expenses and pass-through charges and any other tenant charges. The provisions of all terms, covenants this Section 6.5.1 shall survive the Closing and conditions the delivery of any conveyance documentation. 6.5.1.1 The parties shall not prorate Rents which are past due prior to the Leases Closing Month (“Receivables”) until collected. Rents collected after Closing by Buyer shall be allocated: first to Buyer to the extent of collection costs; next to Buyer to the extent of Rents applicable to the post-Closing period and then due and payable; next to Seller to the extent of Receivables; and the remainder to Buyer. Buyer shall have no obligation to undertake collection efforts of any kind with respect to Rents due for any periods prior to the period from and after Closing. Seller shall retain the Closing Dateright to commence collection actions for Receivables (without any right to terminate the Leases or evict existing tenants).

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rent, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenantsTenants' liabilitiesliability, if any, for such items); operating expenses which are reimbursable by the Tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, Assessments payable in installments which are due subsequent to the day before the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from Tenants any ongoing payments for utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period prior to the Closing Date, then Purchaser shall receive a credit for such excess amounts. If Seller is credited for any utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period prior to the Closing Date, then Purchaser shall receive a credit for such excess amounts. If Seller is credited for any utilities, taxes, insurance, common area expenses or other expenses which Seller has paid applicable to the period prior to the proration date and which are reimbursable by Tenants after the Closing, the amount of the credit shall be held in escrow by the Title Company and shall be released to Seller when payment is made by the Tenant. Finally, Purchaser shall receive a credit on the Closing Date in the amount of $276,068.00 pursuant to the March 24, 1997 Beazer East, Inc. settlement relating to roof repairs. 12.2. All basic rent paid 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 or any utility charges, insurance premiums, real estate tax contest has not been finalized property taxes, personal property taxes, or operating expenses rebated or refunded relating to any periods prior to the Closing Date but received by Purchaser 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 best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 LeasesPost-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, including prepaid rentPurchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. If, following the Closing, Seller receives any rebates or refunds of utility charges, insurance, real or personal property taxes or operating expenses relating to periods after the Closing Date, the amount of such rebate or refund shall be paid to Purchaser, and Purchaser shall indemnify, defend and hold harmless the Seller against the claims of Tenants with respect to such funds. The provisions of this paragraph shall be confirmed at and shall survive Closing. 12.3. Any percentage rent attributable to a specified period ("Percentage Rent Period") ending prior to the Closing Date shall be promptly paid over to Seller if and when collected. 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 credit for an amount, determined on an accrual basis, equal percentage rent attributable to the abatement of rent for any period on and after prior to the Closing Date for any Percentage Rent Period ending prior to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases Percentage rent payable with respect to the period from and after a Percentage Rent Period a portion of which occurs prior to the Closing DateDate and a portion of which occurs subsequent to the Closing Date shall be apportioned between Seller and Purchaser on the basis of their respective period of ownership during the applicable Percentage Rent Period. This Paragraph 12.3 shall survive the Closing and the delivery and recording of the deed.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding the Closing Date (the "Proration DatePRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, together with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limit.ation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than three (3) Business Days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all 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 entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to 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 (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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are 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 known as of the Closing Date, Purchaser 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 agree that the tax bill existing prior and Purchaser. No prorations will be made in relation to the conteinsurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ ▇hall for utilities will be made if possible as of the most recent data for Closing Date, in which event no proration will be made at the tax year being contestedClosing 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 (i12) months. (b) Purchaser agrees to re-prorate such amount as it relates to will receive a credit on the real estate tax proration Closing Statement for all unpaid amounts under the current tax year Construction Contracts assumed by Purchaser hereunder to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant amounts relate to Paragraph 15.4 belowincomplete tenant improvements contemplated by the relevant Lease. Purchaser shall be credited with and Seller shall be charged with an will also receive a credit on the Closing Statement for the prorated amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the terms of the Leases, including prepaid rentProration Time. 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 After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit 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 an amountunder its Lease, determined on an accrual basis, equal to the abatement 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 rent for any period on and after the Closing Date Property. Rental is "DELINQUENT" when it was due prior to which Tenants are entitled under Leases in effect on the Closing Date, and payment thereof has not been made on or before the Proration Time. Subject Delinquent Rental will not be prorated. With respect to the other terms of this AgreementTenants still in occupancy, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases agrees to use commercially reasonable efforts with respect to the period 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 Closing Datecalendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), water and other utility charges; fuels; operating expenses; the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (adjusted for except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed) and amounts payable under Service Contracts assumed by Purchaser on an accrual basis. Seller shall pay all tenants' liabilities, if any, for such items); amounts due thereunder which accrue prior to the Closing and Purchaser shall pay all other items of expense and income shall be adjusted ratably as of 12:01 a.m. mounts accruing on the Closing Date and thereafter. All capital and other improvements ("including labor and materials) which are performed or contracted for or by Seller at or prior to the Closing will be paid by the Seller at or prior to Closing, without contribution or proration from Purchaser. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The 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 covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser except as otherwise provided in Section 9 above. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within sixty (60) days after Closing, provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the tax bills for the Real Property for the year in which Closing occurs. The provisions of this Section 10.4 will survive the Closing until the date which is six (6) months following the Closing Date (the “Reconciliation Period”), and in the 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 this Section 10.4. Seller and Purchaser, pursuant to RCW 60.80.020(1), hereby waive the services of Title Company in administering the disbursement of closing funds necessary to satisfy any unpaid utility charges. Purchaser 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 utilities shall be prorated outside of the escrow contemplated herein within sixty (60) days after the Closing Date. All prorations shall be made in accordance with customary practice in the jurisdiction in which the Real Property is located, except as expressly provided herein. Following the Closing, Seller and Purchaser shall reasonably cooperate with each other in order to calculate and determine the correct amount of all prorations required to be made pursuant to this Section 10. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all transferable utility deposits transferred hereunderRentals 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 utility deposits, if any, may be withdrawn by sums and refunded charges payable to Seller and Purchaser shall make or its own replacement deposits for utilities as may be required successor by Tenants under the respective utilities involved. AssessmentsTenant Leases or from other occupants or users of the Property, excluding regular ad valorem real estate taxes, payable in installments specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Date shall Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be paid 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 SellerTenants of the Property. Assessments, All sums collected by Purchaser within one (1) year after Closing from each Tenant (excluding regular ad valorem real estate taxes, payable in installments which are due subsequent Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Date 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 paid payable to and belong to Seller in all events) will be applied first to amounts currently owed by Purchaser. If such Tenant to Purchaser (including Delinquent Rentals attributable to 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 period after the Closing DateTime), then any collection costs of Purchaser and Seller agree that the tax bill existing prior related to the conte▇▇ ▇hall be the most recent data for the tax year being contestedsuch Tenant, and (i) Purchaser agrees then to re-prorate prior delinquencies owed by such amount as it relates Tenant to the real estate tax proration for the current tax year to the extent such tax contest is successfulSeller. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser In no event shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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, initiate litigation 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and legal action after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Datepursue collection of Delinquent Rentals. Subject Any sums collected by Purchaser and due Seller will be promptly remitted to the other terms of this AgreementSeller, and any sums collected by Seller and due Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect will be promptly remitted to the period from and after the Closing DatePurchaser.

Prorations. 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 All items of income and expense and income shall be paid, prorated or adjusted ratably as of 12:01 a.m. the close of business 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 day prior to the Closing Date (the "Proration Date") in the manner hereinafter set forth: 5.1 Purchaser 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 credited with (i) the amount of any of all rents received by Seller and attributable to the items to be prorated is not then ascertainable, the adjustments thereof shall be period commencing on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized 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 and Seller agree that based upon their respective days of ownership for such month in which the tax bill existing Closing occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date. 5.3 Purchaser covenants to ▇▇▇▇ tenants on a monthly basis for amounts due from tenants attributable to periods prior to Closing for a period of three (3) consecutive months but shall have no obligation to enforce collection of any such past due amounts from or against any tenant. Any amounts received from tenants after Closing shall be applied on a tenant by tenant basis in the conte▇▇ ▇hall be the most recent data for the tax year being contested, and following order: (i) first on account of any amount then due and payable or past-due and payable to Purchaser agrees from such tenant, (ii) next, on account of any amount due Seller from such tenant for the period up to re-prorate and including the Proration Date and (iii) finally, any balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such amount rights or remedies unless such amounts have not been collected by Purchaser and paid to Seller within three (3) months after such amounts were due and payable to Seller. Any money due to Seller under Section 5.2 or this Section 5.3 shall be remitted to Seller within fifteen (15) days after the end of each month in which Purchaser receives such money. 5.4 Operating expenses, including, without limitation, any prepaid expenses such as it relates to 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 real estate tax proration for bills actually paid or to be paid in the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser of Closing shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined apportioned based on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.the

Prorations. 15.1 RentSeller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), water and other utility charges; fuels; operating expenses; the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (adjusted for all tenants' liabilitiesexcept as hereinafter provided), if anycollected Rentals (subject to the terms of (b) below), for such items); expenses under the Permitted Exceptions, and all other items expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of expense and income shall be adjusted ratably as of 12:01 a.m. the Property (on the Closing Date ("Proration Date"basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to Purchaser for Purchaser’s approval (which approval shall make its own replacement deposits for utilities as may not be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due 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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the preliminary prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are not then ascertainableknown as of the Closing Time, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable databest 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. If any ongoing real estate tax contest has 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 been finalized be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing DateTime, 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 agree that on or before November 30, 2016 (herein, the tax bill existing “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 conte▇▇ ▇hall be Final Proration Date, the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser same shall be credited with and Seller shall be charged with an amount equal to promptly prorated by the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the Leasescontrary provided in this Agreement including, including prepaid rent. Seller shall be entitled to retain all Tenant security depositsbut not limited to, interest thereon, or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the ClosingSection 10.4(a), Seller shall give and Purchaser credit hereby agree to use the following, estimated 2016 real estate taxes and assessments for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions purposes of the Leases with respect to the period from and after the Closing Dateproration of same at Closing: $110,000.00.

Prorations. 15.1 Rent(a) Real property taxes and assessments; water, additional rent, water sewer and other utility charges; fuelsamounts payable under any Service Contracts or other agreements or documents assumed by Buyer in accordance with the terms and conditions of Section 7.2; operating expenses; real and personal property taxes annual permits and/or inspection fees (adjusted for all tenants' liabilities, if any, for such items); 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 calculated on the basis of the most recent ascertainable data. If period covered); and any ongoing real estate tax contest has not been finalized 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 income and responsible for the expenses of the 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 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, Purchaser then the same shall be calculated as soon as reasonably practicable after the Closing Date, and Seller agree that either party owing the tax bill existing prior other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the conte▇▇ ▇hall be other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the most recent data for date actually received by the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to payor until paid at the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum 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. Seller retains the right to pursue and control any pending tax appeals applicable to periods prior to the tax year of the Closing, and Buyer shall cooperate with Seller with respect to such appeals at no material cost or expense to Buyer. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller. To the extent Buyer receives any such refund, Buyer shall remit such refund to Seller within five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall prorate all Tenant security deposits costs incurred and interest thereon required under recovered in connection therewith based on the Leasesportion of the proceeds of any tax appeal recovery allocable to each party’s respective period of ownership of the Property. (b) Except as provided in Article IV, Section 6.2 and Section 9.5 of this Agreement, (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) the amount of any other credits due to Tenants as of the above, shall be paid by Buyer and Seller at Closing Date in accordance with prevailing local custom in the terms of city, county and state in which the Leases, including prepaid rentProperty is located. Seller shall be entitled to retain all Tenant security deposits, interest thereon, The parties will execute and deliver any required transfer or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant similar tax declarations to the appropriate governmental entity at Closing. (c) The provisions of this Paragraph. At Section 8.5 shall survive the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rent, but including prepaid rents); security deposits which are refundable under the leases regardless of the effect of Seller's bankruptcy or any foreclosure may have on such security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items)taxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the later of the Closing Date or the actual date of the closing of this transaction ("Proration Date"). 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 credited to the Closing Date shall be paid by Sellerbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate 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. If 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 ongoing real estate tax contest has tenant of the Property who is indebted under a lease for any period prior to and including the Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay 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 been finalized as of be required to instigate litigation to collect Post-Closing Receipts. Within 120 days after the Closing Date, Purchaser and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts and the performance cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 RentPrepaid or accrued (as the case may be) interest on the Loan Documents, additional rentrents for the month of the Closing (exclusive of delinquent rents, but including prepaid rents); any previously paid signing bonus or similar payment relating to any laundry room, cable, telephone or similar agreement in effect as of the Closing, refundable security deposits with interest if required by local law (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); refundable and non-refundable pet and cleaning fees and deposits, water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes (adjusted as provided for all tenants' liabilities, if any, for such itemsin the next following sentence); and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. A.M. on the Closing Date ("Proration Date"), and credited or debited to the balance of the cash due at Closing. Real property taxes shall be prorated based on the following information in the following circumstances: (i) if the current tax b▇▇▇ is available, real property taxes shall be prorated based on that tax b▇▇▇; (ii) if the tax b▇▇▇ for the current tax year is not available and the assessed valuation for the Property for the current tax year is not available, real property taxes shall be prorated based on 106% of the most recently available tax b▇▇▇; and (iii) if the tax b▇▇▇ for the current tax b▇▇▇ is not available but the assessed valuation for the Property for the current tax year is available, real property taxes shall be prorated based on 101% of the tax rate for the prior tax year multiplied by the equalization factor for the prior tax year, if applicable, multiplied by the current assessed valuation for the Property. In addition, Seller shall be entitled to receive as a credit for all transferable utility deposits transferred hereunderfrom Purchaser the amount of any escrow and reserve accounts relating to the Bonds and/or the Loan Documents (including, without limitation, debt service escrow accounts, tax escrow accounts, replacement reserves, repair reserves and insurance escrow accounts). Finally, Purchaser shall receive as a credit at Closing any amounts, 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 then owing by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments Seller to the Lender which are due prior unrelated to the Closing Date shall be paid assumption of the Bonders 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 PurchaserPurchaser or the release of Seller under the Bonds. If the amount of any of the items to be prorated is not then ascertainable, the adjustments adjustment 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant final except as to Paragraph 15.4 Delinquent Rents referred to in 13B below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) errors in calculation on the closing statement. If special assessments have been levied against the Property for completed improvements, then the amount of any other credits installments which are due prior to 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 paid by the Seller; and the amount of installments which are due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on shall be paid by the Closing DatePurchaser. Subject to the other terms of this Agreement, Purchaser All assessments for incomplete improvements shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Datebe paid by Purchaser.

Prorations. 15.1 RentSeller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), water and other utility charges; fuels; operating expenses; the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (adjusted for all tenants' liabilitiesexcept as hereinafter provided), if anycollected Rentals (subject to the terms of Section10.4(b) below), for such items); expenses under the Permitted Exceptions, expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property, expenses related to, and all other items of expense payment obligations included in, the Outparcel Obligations, and income shall be adjusted ratably as of 12:01 a.m. payment rights included in the Outparcel Rights (in each case, on the Closing Date ("Proration Date"basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to Purchaser for Purchaser’s approval (which approval shall make its own replacement deposits for utilities as may not be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due unreasonably withheld) at least 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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the preliminary prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are not then ascertainableknown as of the Closing Time, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable databest 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. If any ongoing real estate tax contest has 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 been finalized be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made, if possible, as of the Closing DateTime, 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 agree that on or before December 15, 2021 (herein, the tax bill existing “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above) will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the conte▇▇ ▇hall be Final Proration Date, the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser same shall be credited with and Seller shall be charged with an amount equal to promptly prorated by the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date parties 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DateSection 10.4.

Prorations. 15.1 Rent(a) Rents, additional rentincluding, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilitieswithout limitation, percentage rents, if any, for and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such itemscollection occurs prior to, on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in Section 7.2 above, shall all other items of expense and income shall be adjusted ratably prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by Buyer from tenants after the Closing Date ("Proration Date")shall be promptly paid to Seller to the extent 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 rights to collect any such delinquent rents from tenants after Closing provided that Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other 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 be entitled to a credit receive credits at Closing 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 utility or other deposits with respect to the Property, in which case all such deposits for which Seller receives credit shall remain in place for the benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to assign such deposits to Buyer. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. Seller and Buyer hereby agree that if any of the items to aforesaid prorations and credits cannot be prorated is not calculated accurately on the Closing Date, then ascertainable, the adjustments thereof 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 most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as leases and other sources of income and expenses, and shall deliver such computation to the Closing Date, Purchaser and Seller agree that the tax bill existing Title Company prior to the conte▇▇ ▇hall be Closing. (b) Seller shall pay one-half (1/2) of the most recent data escrow fee, any county transfer taxes applicable to the 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 tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser sale shall be credited paid by Buyer and Seller in accordance with and customary practice as determined by the Title Company. In addition, Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of liable for any other credits due to 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, prepayment fee or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to charge payable in connection with any payoff of deeds of trusts or mortgages entered into by Seller. (c) The provisions of this Paragraph. At Section 8.5 shall survive the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date.

Prorations. 15.1 Rent13.1. Rents (exclusive of delinquent rents, additional rent, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); ; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, 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 All prorations will be 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 ongoing real estate tax contest has not been finalized 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 (excluding litigation) to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts. Paragraph 13.2 of this Agreement shall survive the performance of all terms, covenants Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 Rent, additional rent, water Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); tenant reimbursement obligations for operating expenses paid by Seller for the period prior to the Closing Date; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the 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 , shall be the most recent data for the tax year being contested, contested and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be 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 the Proration Date. 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 finally pursuant amounts which are applicable to Paragraph 15.4 belowperiods 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 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 be credited deliver to each tenant of the Property (with and 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 shall be charged with an amount equal to the sum a reconciliation of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due all Additional Rent collected from tenants for calendar year 1996, and the amount so collected shall be promptly disbursed from the aforementioned escrow to Tenants as 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 contrary herein, 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 LeasesPost-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, including prepaid rentPurchaser 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 be entitled remain the property of Seller and are not being assigned by Seller 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 ParagraphAgreement. At In the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal event any such refunds are paid to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementPurchaser, Purchaser shall assume the performance of agrees to promptly remit all termssuch sums to Seller. Purchaser agrees, covenants and conditions of the Leases at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller in connection with respect to the period from and after the Closing Datesuch tax protests.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(b) below. (ii) Seller shall credit Purchaser at Closing with all cash Security Deposits and any prepaid rents, together with any interest to be paid to the Tenant thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and other utility sewer charges; fuels; operating expenses; . 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 Closing Date based on the most recent meter reading. (iv) Amounts payable under the Service Contracts. (v) All real estate and personal property taxes (adjusted and assessments, prorated for all tenants' liabilitiesthe period for which such taxes and assessments are assessed, if anyregardless of when payable, for such items); 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 basis of the number of days in such period the Property will have been owned by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. AssessmentsPurchaser, 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 Purchaserrespectively. If the amount of any of the items to be prorated current tax ▇▇▇▇ is not available at Closing, then ascertainable, the adjustments thereof proration shall be made on the basis of the most recent ascertainable datatax ▇▇▇▇. Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the 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 portion of such taxes and assessments which relates to the period before the date of Closing, and Purchaser shall pay the taxes and assessments prior to the same becoming delinquent. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any ongoing 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 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 been finalized known 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be credited with and Seller shall be charged with an amount equal to made on the sum basis of (i) all Tenant security deposits and interest thereon required under the Leasesactual figures, and (ii) the amount of any other credits due a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to Tenants 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 Date, in accordance which event no proration will be made at the Closing with the terms of the Leases, including prepaid rentrespect to utility bills. Seller shall will be entitled to retain all Tenant security depositsdeposits presently in effect with the utility providers, interest thereon, 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 other such credits due Tenants for which Purchaser receives credit collected by Seller and Seller is charged pursuant attributable to this Paragraphany period following the Proration Time. At After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit 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 an amountunder the Lease, determined on an accrual basis, equal to the abatement 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 rent the Property. For purposes of this Agreement, 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 period on such amounts 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. 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 Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject or one month prior to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions expiration of the Leases statute of limitations with respect to the period such claim. 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 the month in which the Closing Dateoccurs, then to current amounts owned 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. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rentbut including prepaid rents); prepaid association dues, if any; refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, 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 All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All rent paid on and following the Closing Date by any ongoing real estate tax contest has not been finalized tenant of the Property who is indebted under a lease for 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 and shall deliver to Seller agree that a reconciliation statement of Post-Closing Receipts through the tax bill existing prior to first 90 days after the conte▇▇ ▇hall be Closing Date. Upon the most recent data for delivery of the tax year being contestedPost-Closing Receipts reconciliation, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date 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 Leases, including prepaid rent. Seller shall be entitled Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Post-Closing Receipts and the performance cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 RentSeller and Purchaser agree to prepare a proration schedule of adjustments five (5) business days prior to Closing. For purposes of calculating prorations, additional rentPurchaser shall be deemed to be in title to the Property, water and other utility charges; fuels; operating expenses; real therefore entitled to the income therefrom and personal property taxes (adjusted responsible for all tenants' liabilities, if anythe expenses thereof, for the entire day upon which the Closing occurs. All such items); prorations shall be made at Closing on the basis of the actual number of days of the year and all other items month that shall have elapsed as of expense and income the Closing Date. If post-Closing adjustments are required under this Article 7, the amount of such prorations shall be adjusted ratably in cash after Closing, as and when complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use their good faith and diligent efforts to make such adjustments no later than two hundred and seventy (270) days after Closing with respect to taxes and assessments and no later than thirty (30) days after the Closing with respect to other prorated amounts, or as soon as is reasonably practicable if and to the extent that the required final proration information is not available within such period. Items of 12:01 a.m. on income and expense for the period prior to the Closing Date ("Proration Date"). Seller shall will 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 the account of Seller and Purchaser shall make its own replacement deposits items of income and expense for utilities the period on and after the Closing Date will be for the account of Purchaser, all as may be required determined by the respective utilities involvedaccrual method of accounting, subject to the provisions hereof. AssessmentsBills received after Closing that relate to expenses incurred, excluding regular ad valorem real estate taxes, payable in installments which are due services performed or other amounts allocable to the period 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 Any amounts not so paid by PurchaserSeller may be set off against amounts (if any) otherwise due Seller hereunder. If the amount of any The obligations 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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 parties pursuant to this Paragraph. At the ClosingSection 7.1, Seller including Sections 7.1.1 through 7.1.5, shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after survive the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms and shall not merge into any documents of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Dateconveyance delivered at Closing.

Prorations. 15.1 Rent12.1. All Rents (exclusive of delinquent rents, additional rentbut including prepaid rents), expenses, taxes, water and other utility charges; fuels; operating expenses; real sewer rents, or similar charges of fees, are to be adjusted as of midnight of the day of Closing. Real and personal property taxes, general and special, are to be adjusted according to the certificate of taxes issued by the taxing authority, and Purchaser shall assume charges therefor accruing from and after Closing. 12.2. All contracts and agreements relative to the operation, servicing and/or maintenance of the Property to be assigned to Purchaser or terminated (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income to the extent the term extends beyond the Closing Date) shall be adjusted ratably between the parties as of 12:01 a.m. on midnight of the day of Closing. 12.3. Purchaser shall have no obligation to collect any past-due rents except that Purchaser shall use commercially reasonable efforts to collect delinquent rents and promptly reimburse Seller for such past-due rents when, as and if collected,net of costs of collection. Monies received from delinquent tenants after Closing by Purchaser shall be applied as follows: (1) first, pro rata to Purchaser and Seller for the month the Closing Date takes place; ("Proration Date"). Seller shall be entitled 2) second, to a credit for Purchaser in an amount equal to all transferable utility deposits transferred hereunderrentals due from such tenants accruing after Closing; (3) third, if anyto costs of collection; and (4) fourth, 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 in an amount equal to any remaining unpaid rental arrearages owed by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior such tenants 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 Seller 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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. 12.4. At the Closing, Seller shall give Purchaser credit deliver to Purchaser, or make appropriate adjustments for, all tenant security deposits and the like, together with statutory or contractual interest owed to tenants, together with a detailed statement of the security deposits and all such accrued interest held for an amount, determined on an accrual basis, equal to the abatement account of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Dateeach tenant. Subject to the other terms of this Agreement, Purchaser shall assume receipt for the performance same and shall indemnify, defend and save Seller harmless from and against any claims relating to Purchaser's application or holding of all termssuch deposits and interest, covenants and conditions of the Leases with respect to the period which Seller has delivered or for which an adjustment has been made at Closing,from and after the Closing DateClosing. Seller shall indemnify, defend and save Purchaser harmless from and against any claims relating to Seller's application or holding of such deposits and interest prior to Closing.

Prorations. 15.1 Rent, additional rent, water The following shall be prorated as of 11.59 p.m. CST on the day immediately preceding the Closing Date and be adjusted against the Purchase Price due at Closing: (a) rents and any other amounts actually collected from tenants and other persons using or occupying the Property as of the Closing Date; (b) utility charges; fuels; operating expenses; real and personal property taxes charges including sewer charges (adjusted for all tenants' liabilitiesutility charges shall be prorated based on the last reading of meters prior to Closing performed at Seller’s request, if any, possible) and normally prorated operating expenses for such itemsthe month of Closing that are actually paid as of the Closing Date subject however to Section 6.5 below with respect to ratio utility billing systems (RUBS); and all other items (c) amounts owed by Seller or paid for the month of expense and income shall be adjusted ratably Closing under the Contracts described in Section 3.3 hereof as of 12:01 a.m. on the Closing Date ("Proration Date"on the basis of the fiscal year or billing period of the person levying or charging for the same). Seller Leasing commissions or finder’s fees (if any) shall be entitled paid in full by Seller for each lease entered into after the Effective Date and prior to Closing. Within sixty (60) days after the Closing, Purchaser and Seller will make a credit further adjustment based upon the above proration provisions for all transferable utility deposits transferred hereundersuch rents collected or charges paid which accrued or were incurred prior to the Closing Date, if anybut not billed or paid at that date, 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 including any bills that were not available as may be required by of the respective utilities involvedClosing Date but relate to. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due expenses incurred prior to the Closing Date and thereafter paid. Except as otherwise stated in this Agreement, all prorations shall be paid by Seller. Assessmentsmade on a 365-day calendar year basis, 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 based on the basis actual number of days in the most recent ascertainable dataapplicable month. 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other The terms of this Agreement, Section 6.3 shall survive Closing as necessary to accommodate the post-Closing adjustments contemplated herein. Seller and Purchaser shall assume endeavor to cause the performance of Title Company to prepare draft closing statements containing the prorations and adjustments described in this Section 6 and deliver the same together with invoices or bills for all terms, covenants prorated expenses and conditions of the Leases with respect other reasonable backup information from Seller no later than 3:00 p.m. CST two (2) business days prior to the period from and after the Closing Date.

Prorations. 15.1 Rent(a) The day of Closing shall belong to Purchaser and all prorations hereinafter provided to be made as of 11:59 pm (Central time) on the day immediately preceding the Closing Date (the “Closing Time”). Seller will be charged and credited for each proration set forth below (collectively, additional rentthe “Proration Items”), water relating to the period up to and other utility charges; fuels; operating expenses; real including the Closing Time, and personal property taxes (adjusted Purchaser will be charged and credited for all tenants' liabilitiesof 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 at least five (5) Business Days prior to the Closing Date (the “Closing Statement”); and Seller shall provide Purchaser with evidentiary documentation of such estimated Closing prorations when reasonably requested by Purchaser. The Closing Statement, once agreed upon, shall be signed by ▇▇▇▇▇▇▇▇▇ and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash SMRH:4936-8680-7168.8 -24- 48017952v.4 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 (but in any event, no later than the outside time periods provided in this Section 10.4), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, for such items); received by Seller after Closing and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on properly attributable to any period following the Closing Date Time. “Rentals” as used herein includes all rent payable under the Tenant Leases ("Proration Date"). Seller shall be entitled to a credit excluding Tenant payments for all transferable utility deposits transferred hereunder, if any, Expense Reimbursements (as defined in Section 10.4(c) below) 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 collected income from the respective utilities involved. AssessmentsProperty, excluding regular ad valorem real estate taxes, payable in installments specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d) below. Rentals are “Delinquent” if they were 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 Time and payment thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as made on or before the Closing Time. Delinquent Rentals will not be prorated. Without limitation on the foregoing rights of Seller, to the extent Purchaser receives Rentals on or after the Closing Date, Purchaser and Seller agree that from any Tenant (excluding Tenant payments for Expense Reimbursements attributable to the tax bill existing period prior to the conteClosing Time governed by Section 10.4(c) below and Tenant specific ▇▇▇▇▇▇▇▇ ▇hall 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), such Rentals will be applied first, to Purchaser’s reasonable cost of collection, second, to Rentals due for any period after the most recent data Closing Time, until all such amounts are paid in full to Purchaser, and then, to Rentals for the tax year being contestedmonth of Closing, and (i) Purchaser agrees then to re-prorate prior delinquencies owed by such amount as it relates Tenant to Seller for the period prior to the real estate tax proration for the current tax year to the extent such tax contest is successfulClosing Time. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with From and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 after the Closing, Seller shall give have no right to pursue the collection of Delinquent Rentals or to institute any litigation or eviction proceeding regarding the same. Following the Closing for a period of ninety (90) days, Purchaser credit for an amountshall use commercially reasonable efforts (in accordance with its ordinary course of its business) to collect Rentals that are Delinquent as of the Closing, determined on an accrual basisprovided that Purchaser shall have no obligation to issue any default notices, equal terminate any Tenant Lease, apply any security deposit or institute litigation or eviction proceedings regarding the same. Any sums collected by Purchaser and due Seller pursuant to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser pursuant to the terms of this Agreement will be promptly remitted to Purchaser, in all instances within fourteen (14) days after collection. Seller will promptly notify Purchaser if it receives any Rentals following Closing and, if Purchaser notifies Seller that it is owed Rentals from the Tenant who paid such Rentals, then Seller will promptly turn over such Rentals to Purchaser for apportionment in accordance with this Agreement, Purchaser shall assume the performance of all termssubject to Section 10.4(c) or (d) below, covenants and conditions of the Leases with respect to the period from and after the Closing Dateif applicable.

Prorations. 15.1 Rent, additional rent, water Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by 15.2 All basic rent paid following the Closing Date by and refunded to Seller and Purchaser shall make its own replacement deposits any tenant of the Property who is indebted under a Lease 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 basic rent for any period prior to the Closing Proration 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 an amount greater than the amount of any of the items all current basic rent owed by said tenant to be prorated is not then ascertainable, the adjustments thereof Purchaser shall be on deemed a "Post-Closing Receipt" until the basis earlier to occur of (i) one year after the most recent ascertainable dataClosing Date, or (ii) such time as all such indebtedness is paid in full. If any ongoing real estate tax contest has not been finalized as Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, Purchaser and Seller agree that upon the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedwritten request of Seller, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and deliver to Seller shall be charged with an amount equal to a reconciliation statement of Post-Closing Receipts through the sum of (i) all Tenant security deposits and interest thereon required under first year after the Leases, and (ii) Closing Date. Upon the amount of any other credits due to Tenants as delivery of the Post-Closing Date 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 LeasesPost-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, including prepaid rentPurchaser shall pay to Seller said additional Post-Closing Receipts. Seller Purchaser's obligations to attempt to collect Post- Closing Receipts 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on expire one year from the Closing Date. Subject Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the other terms Proration Date. This Paragraph 15.2 of this Agreement, Purchaser Agreement shall assume survive the performance of all terms, covenants Closing and conditions the delivery and recording of the Leases with respect Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period from of Seller's ownership, subject to reasonable wear and after the Closing Datetear and casualty.

Prorations. 15.1 RentProrations will be made with respect to each Property (including each Master LLC Property) and the Assumed Liabilities as provided in Sections 2.4(a)-(i) without duplication in each case. (a) (i) Seller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day immediately preceding the applicable Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (A) Real Estate Taxes as provided in Section 2.4(i), except those paid directly by Tenants to the applicable taxing authority, provided, however, in the event such Tenants fail to make the applicable payments, Seller shall be responsible for the unpaid Real Estate Taxes which relate to the period on and before the Proration Time and Purchaser (or its Affiliate) shall be responsible for the unpaid Real Estate Taxes which relate to the period after the Proration Time; (B) Water charges, costs and bills paid or payable with respect to the Properties, except those paid directly by Tenants to the applicable utility provider, provided, however, in the event such Tenants fail to make the applicable payments, Seller shall be responsible for the unpaid water charges, costs and bills which relate to the period on and before the Proration Time and Purchaser (or its Affiliate) shall be responsible for the unpaid water charges, costs and bills which relate to the period after the Proration Time; (C) Sewer charges, costs and bills paid or payable with respect to the Properties, except those paid directly by Tenants to the applicable utility provider, provided, however, in the event such Tenants fail to make the applicable payments, Seller shall be responsible for the unpaid sewer charges, costs and bills which relate to the period on and before the Proration Time and Purchaser (or its Affiliate) shall be responsible for the unpaid sewer charges, costs and bills which relate to the period after the Proration Time; (D) Accrued interest payable under Assumed Indebtedness as provided in Section 2.4(h) but not late fees and other utility costs, charges; fuels; operating expenses; real , and personal property taxes past due interest owing to the lender before the Proration Time, which will be Seller's sole expense; (adjusted for all tenants' liabilitiesE) Amounts, if any, for such items); payable or cash received by the owner of the Property under the REA Agreements, including prepaid amounts and all other items of expense unpaid amounts; (F) Annual permit, license 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 hereunderinspection fees, 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 fiscal year for which levied; (G) Charges for fuel oil and liquid propane gas, if any, at the cost per gallon or cubic foot most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as recently charged to the owner of the Closing DateProperty, Purchaser and Seller agree that based on the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedsupplier's measurements thereof, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year plus sales taxes thereon to the extent such tax contest is successful. All applicable; (H) Rentals as provided in Section 2.4(b) (other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser than payments for Operating Expenses which shall be credited with apportioned as provided in Section 2.4(c)), including prepaid Rentals; (I) Amounts payable by or to Seller or the owner of the Property under a management, development and/or other Contract which is part of the Assumed Liabilities relating to the Property (other than a Contract providing for the payment of leasing commissions or brokerage fees, which shall be Seller's sole responsibility); (J) Cash reserves and escrow deposits for real property taxes and assessments, insurance premiums and other items, other than the reserves listed on SCHEDULE 2.4(a)(i)(j) for which Seller shall not receive a credit towards the Purchase Price (provided, however, in the event that Seller corrects the condition for which the applicable reserve listed on SCHEDULE 2.4(a)(i)(j) was created, then such reserves may be charged with an amount equal released to Seller when (and if) the sum applicable lender is willing to release such reserves as a result of (i) all Tenant security deposits and interest thereon required under Seller's correction of the Leases, and condition or (ii) upon repayment or extension of the amount loan), made with, or held by, the lender under any of the Assumed Indebtedness, net, if appropriate, of any other credits due allocation to Tenants as the same party of the Closing Date underlying expense for which the reserve is held, together with so much of any interest earned on the reserve or escrow deposit as is properly attributable to the allocated amount thereof, provided however, adjustments for casualty or condemnation proceeds held by the lender under any of the Assumed Indebtedness will be made in accordance with Article VIII; (K) Rentals and other amounts payable to third parties by the terms owner of the LeasesProperty under the Ground Leases and/or the Subleases, including prepaid rent. Seller shall be entitled contingent and/or participating rents; (L) Rentals and other amounts payable to retain all third parties under Subleases; (M) Prepaid expenses as provided in Section 2.4(f); (N) Ground Lease deposits as provided in Section 2.4(g); (O) Tenant security deposits, interest thereon, Security Deposits as provided in Section 2.7; (P) Personal property taxes and assessments that have been levied 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases assessed with respect to any Acquired Asset, whether or not due and payable, and whether paid or unpaid; (Q) Amounts determinable that are payable under the period from and after Assumed Liabilities; (R) Utility Deposits identified on SCHEDULE 2.4(a)(i)(R) for which Seller shall receive a credit at Closing; and (S) Except as set forth below, all other items customarily apportioned in connection with the Closing Datetransfer of similar properties similarly located.

Prorations. 15.1 Rent, additional rent, water The Escrow Agent shall deliver a draft closing statement showing all prorations 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 expenses 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 transaction 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 at least three (3) days prior to the Closing Date Close of Escrow. Taxes and assessments affecting the Property and any expenses of the Property 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 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 ▇▇▇▇, Purchaser and but if such tax ▇▇▇▇ has not yet been received by Seller agree that by the tax bill existing Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the conte▇▇ ▇hall be Closing, the most recent data for parties shall make any necessary adjustment after the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates Closing by cash payment to the party entitled thereto so that Seller shall have borne all real estate tax proration for the current tax year property taxes, including all supplemental taxes, allocable to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant period prior to Paragraph 15.4 below. the Closing and Purchaser shall be credited with and Seller shall be charged with an amount equal bear all real property taxes, including all supplemental taxes, allocable to the sum of (i) all Tenant security deposits period from and interest thereon required under after the Leases, Closing. If any expenses attributable to the Property and (ii) allocable to the amount of any other credits due period prior to 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, are discovered or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At billed after the Closing, Seller the parties shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for make any period on and necessary adjustment after the Closing Date by cash payment to which Tenants are the party entitled under Leases in effect on thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing Date. Subject to the other terms of this Agreement, and Purchaser shall assume the performance of bear all terms, covenants and conditions of the Leases with respect expenses allocable to the period from and after the Closing Date(provided, however, that Purchaser shall be responsible for all pre-closing expenses related to the Approvals). The provisions of this Article 6 shall survive the Closing, for a period of one (1) year. All improvement and special liens and assessments shall be prorated, with Seller paying all amounts due for the period prior to Closing and Purchaser paying all amounts due for the period from and after Closing.

Prorations. 15.1 Rent5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentrentals, water percentage rentals, operating cost pass-throughs and other utility charges; fuels; operating expenses; real sums and personal property taxes charges payable by the tenants), prepaid rentals and prepaid payments (adjusted for all tenants' liabilitiescollectively, if any“Rent”) shall, for such items); and all other items of expense and income shall subject to the further provisions hereof, be adjusted ratably as of 12:01 a.m. prorated on the Closing Date ("Proration Date"). Seller basis that Buyer shall be entitled to receive a credit for all transferable utility security deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn actually held by and refunded to Seller and Purchaser for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall make its own replacement deposits not receive a credit for utilities any Rent Seller has not received as may be required by of the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due Closing that is allocable to the period prior to the Closing Date 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 paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to prorated as of 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 dataassessed valuation of and rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any ongoing real estate tax contest has necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which arc allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property closed out effective as of the Closing Date; if such close-out is not been finalized 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, Purchaser but which are not then due and payable (collectively, the “Operating Expenses”), shall 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 agree that the tax bill existing shall receive and retain any Operating Expenses paid by Tenants prior to the conte▇▇ ▇hall be the most recent data for the tax year being contestedClosing Date; provided, and (i) Purchaser agrees to re-prorate such amount as it relates however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the real estate tax proration for month in which the current tax year Closing occurs received by Seller prior to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser Closing Date or by Buyer on or after the Closing Date shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants prorated as of the Closing Date in accordance with the terms of the Leases, including prepaid rentDate. Buyer and Seller shall be entitled prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to retain all Tenant security depositsClosing with actual Operating Expenses paid by Seller with respect to such period, interest thereon, or other such credits due so that if there are any rebates owing to Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closingperiod of Seller’s ownership, Seller shall give Purchaser credit pay Buyer the amount of such rebates at Closing, and if the Tenants owe the landlord any additional amounts for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases Operating Expenses with respect to the period from of Seller’s ownership, Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer’s receipt of the same (and after Buyer shall exert diligent good faith efforts to collect the Closing Datesame). Any prorations under this Agreement based upon monthly amounts shall be based upon a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser 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 on the respective utilities involved. Assessments, excluding regular basis of the actual number of days elapsed over the applicable period): (a) 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 parties 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 which due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are due 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 the form of letters of credit, along with any required transfer forms and fees, if any. Rents which are delinquent as of the Closing Date shall not be paid 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. AssessmentsSeller 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 or threaten to terminate any lease or any tenant’s right to possession), excluding regular ad valorem 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 Property as of the Closing Date, Seller shall retain all rights relating thereto. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant, and the Closing Date, 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 Purchaser at Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate taxesproperties similar to the Property and located in the same geographic area as the Property. Specifically, payable 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 installments which are due subsequent 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 shall be paid by Purchaser(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 items to be prorated is not then ascertainableClosing and annual permit and inspection fees. (g) Utilities, the adjustments thereof shall be including, without limitation, telephone, steam, electricity and gas, on the basis of the most recent ascertainable data. recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof, including, without limitation, any amounts paid by tenants of the Property and held by Seller as actual or estimated 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 ongoing real estate tax contest has of the items described in Section 5.4.1 hereof cannot been finalized be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date, Purchaser and Seller agree that . If the Closing shall occur before a real estate or personal property tax bill existing prior to the conte▇▇ ▇hall be the most recent data rate or assessment is fixed for the tax year being contestedin which the Closing occurs, and (i) Purchaser agrees to re-prorate such amount as it relates 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 real estate latest assessed valuation. Promptly after the new tax proration for rate or assessment is fixed, the current tax year to apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. proper party reimbursed, which obligations shall survive the Closing. (b) If Purchaser shall be credited with assuming the Existing Financing, Purchaser shall be given a credit at the Closing for the then current principal balance of the Existing Financing and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) given a credit for the amount of any other credits due all security, escrows and deposits held in connection with the Existing Financing (to Tenants as of the extent not replaced by Purchaser or released by Existing Lender). 5.4.3 Items to be prorated at the Closing Date shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement except for any such costs and expenses designated as Seller Leasing Costs in the Leasesfollowing sentence. Except as set forth on Exhibit Q (the “Purchaser Assumed Pre-Existing Brokerage and TI Costs”), including prepaid rent. Seller shall be entitled responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to retain all Tenant security depositsthe date of this Agreement and for any extension, interest thereonrenewal or expansion of any such Lease exercised prior to the date of this Agreement (collectively, or other such credits due Tenants for which Purchaser receives credit and “Seller is charged pursuant to this ParagraphLeasing Costs”). At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume receive a credit against the performance of all terms, covenants and conditions Purchase Price for any portion of the Leases with respect 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 obligation to the period pay all 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 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 DateSeller 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. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), water and other utility charges; fuels; operating expenses; the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments normally billed and collected in the year in which Closing occurs, utility bills (adjusted except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed), and Pre-Closing Taxes (other than those described above) for the current Tax period or that are not yet delinquent. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all tenants' liabilitiesof the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The 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 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 itemsTenant Lease); , retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of six (6) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will not be required to expend any funds or incur any monetary obligations with respect to such efforts, and shall have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller shall have the right to pursue Delinquent Rentals after Closing. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all other items of expense and income which shall be adjusted ratably as of 12:01 a.m. on payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Date ("Proration Date"Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to a credit for all transferable utility deposits transferred hereunderinstitute legal actions to pursue Delinquent Rental after Closing, if anybut in no event shall Seller be permitted to institute eviction proceedings against any Tenant or to levy against or seize any personal property of any Tenant located on or in the Real Property or to garnish or attach any rentals due under any Tenant Lease. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and all other utility deposits, if any, may be withdrawn any sums collected by and refunded to Seller and due 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▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant promptly remitted to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing DatePurchaser.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding the Closing Date ("the “Proration Date"Time”). Seller shall be entitled to a credit for all transferable , the following (collectively, the “Proration Items”): (i) Rentals, in accordance with Section 10.4(b) below; (ii) utility deposits transferred hereundercharges payable by Seller, AFE, PXURA, PXR, PXLA if any, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading; (iii) all real estate ad valorem and personal property taxes, including, without limitation, all PILOT Payments (as such term is defined in the Schwab Lease) sewer rents and charges and other utility depositsstate, if anycountry, may school district, municipal and other governmental and quasi-governmental taxes and charges, due and payable by Seller, AFE, PXURA, PXR, PXLA for the calendar year in which the Closing occurs; (iv) Purchaser’s Share of the Contribution Amount (as hereinafter defined) and the PILOT Service Charge (as hereinafter defined), in accordance with Section 10.4(e) below; (v) charges and payments under service contracts owed by Seller, AFE, PXURA, PXR, PXLA to the extent that the charges and payment refer to periods including the Closing Date; and (vi) such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be withdrawn 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 the amounts of all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations being adjusted pursuant to this Agreement shall be set forth on a preliminary closing statement to be prepared by and refunded to Seller and submitted to 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 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 prorations being adjusted pursuant to this Agreement shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are 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 known 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 being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be credited with and Seller shall be charged with an amount equal to made on the sum basis of (i) all Tenant security deposits and interest thereon required under the Leasesactual figures, and (ii) the amount of any other credits due a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to Tenants 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 Date, in accordance which event no proration will be made at the Closing with the terms of the Leases, including prepaid rentrespect to utility bills. Seller shall will be entitled to retain all Tenant security depositsdeposits presently in effect with the utility providers, interest thereonand 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. No later than September 30, 2005, Seller and Purchaser will jointly and in good faith prepare a final closing statement reasonably satisfactory in form and substance to Seller and Purchaser (the “Final Closing Statement) setting forth the final determination of the adjustments and prorations provided for herein. (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 other such credits due Tenants for which Purchaser receives credit collected by Seller and Seller is charged pursuant attributable to this Paragraphany period following the Proration Time. At After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit for an amountall Rental, determined on an accrual basisif any, equal received by Seller after Closing and attributable to the abatement of rent for any period on and after following the Closing Date Proration Time. “Rental” as used herein means all Rent (as such term is defined in the Schwab Lease) paid under the Schwab Lease. Rental is “Delinquent” when it was due prior to which Tenants are entitled under Leases in effect on the Closing Date, and payment thereof has not been made on or before the Proration Time. Subject Delinquent Rental will not be prorated. Purchaser agrees to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases use good faith collection procedures with respect to the period 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 the Closing Datefrom Schwab will be applied first to current amounts owed by Schwab to Purchaser and then to delinquencies owed by Schwab to PXLA. Any sums due Seller will be promptly remitted to Seller.

Prorations. 15.1 Rent12.1. Rents (exclusive of delinquent rents, additional rent, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("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 credited against the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, 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 any ongoing the amount of current real estate tax contest has or personal property taxes is not been finalized as then ascertainable, the adjustment thereof shall be on the basis of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be 105% of the most recent data for the ascertainable tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successfulbill(s). All other prorations will be adjusted finally pursuant ▇▇▇al except as to delinquent rent referred to in Paragraph 15.4 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 be credited with 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 Seller shall be charged with an amount equal upon reasonable notice, of Purchaser's books and records to verify the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as accuracy of the Closing Date in accordance with Delinquent Rents reconciliation statement and upon the terms verification of the Leases, including prepaid rent. Seller shall be entitled additional funds owing 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 credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this AgreementSeller, Purchaser shall assume pay to Seller said additional Delinquent Rents and the performance cost of all terms, covenants performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and conditions the delivery and recording of the Leases with respect to the period from and after the Closing Datedeed.

Prorations. 15.1 Rent(a) Seller and Purchaser agree to adjust, additional rentas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), water and other utility charges; fuels; operating expenses; the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (adjusted for all tenants' liabilitiesexcept as hereinafter provided), if anycollected Rentals (subject to the terms of (b) below), for such items); expenses under the Permitted Exceptions, and all other items expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of expense and income shall be adjusted ratably as of 12:01 a.m. the Property (on the Closing Date ("Proration Date"basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be entitled set forth on a preliminary closing statement to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn prepared by and refunded to Seller and submitted to Purchaser for Purchaser’s approval (which approval shall make its own replacement deposits for utilities as may not be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due 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. Assessments, excluding regular ad valorem real estate taxes, payable ) or by Seller to Purchaser (if the preliminary prorations result in installments which are due subsequent a net credit to Purchaser) by increasing or reducing the Closing Date shall cash to be paid delivered by PurchaserPurchaser in payment of the Purchase Price at the Closing. If the amount of any actual amounts of the items to be prorated is Proration Items are not then ascertainableknown as of the Closing Time, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable databest 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. If any ongoing real estate tax contest has 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 been finalized be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing DateTime, 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 agree that on or before November 30, 2016 (herein, the tax bill existing “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 conte▇▇ ▇hall be Final Proration Date, the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser same shall be credited with and Seller shall be charged with an amount equal to promptly prorated by the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the Leasescontrary provided in this Agreement including, including prepaid rentbut 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. 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 After the Closing, Seller shall give will cause to be paid or turned over to Purchaser credit 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 an amountunder the applicable Tenant Lease, determined on an accrual basis, equal to the abatement 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 rent for any period on and after the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Date to which Tenants are entitled under Leases in effect Time and payment thereof has not been made on or before the Closing DateTime. Subject to the other terms Delinquent Rentals will not be prorated. For a period of this Agreementthree (3) months after Closing, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases 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 Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including 34 Delinquent Rentals attributable to the period after the Closing DateTime), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall not be entitled to institute legal actions to pursue Delinquent Rental after Closing. Any 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. 15.1 RentAll revenues, additional rentincome, water receiv ables, costs, ex▇▇▇▇▇s 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 payables of expense and income the Property shall be adjusted ratably apportioned equitably between the parties 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 dataactual 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 ongoing real estate tax contest has past due rents or charges owed by occupancy tenants, they shall not been finalized 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, Purchaser Seller shall retain all rights relating thereto. (ii) Real estate and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax year being contested, levies. Such items shall be reapportioned between Seller and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the if current tax year rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant 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 Paragraph 15.4 below. Purchaser shall be credited Closing but with and reference to any period prior thereto during Seller's ownership thereof, Seller shall be charged with promptly pay to Purchaser an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leasessuch additional assessments or levies. Similarly, and (ii) the amount of any other credits due to Tenants as if tax refunds become payable for periods during Seller's ownership of the Closing Date in accordance with Property, such amounts (subject to adjustments for the terms potential claims of the Leases, including prepaid rent. Seller occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be entitled promptly paid over to retain all Tenant security depositsSeller. In the event that any assessments on the Property are payable in installments, interest thereon, or other such credits then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases Date). In no event shall Seller be charged with or be responsible for any increase in effect the taxes on the Closing Date. Subject to Property resulting from the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions sale of the Leases with respect to the period Property or from and 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 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 Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums.