Common use of Prorations Clause in Contracts

Prorations. The following adjustments to the Purchase Price shall be 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 the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments Escrow Holder will prorate between the parties, in Cash, to the Purchase Price shall be made between Seller and Purchaser: Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) The following items2012 state, as applicableCounty, shall be prorated between Purchaser city and Seller on a per diem basis as of the Closing Date: special district (iif any) all nondelinquent real estate property taxes, installments of general special taxes and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in assessments for the calendar year in which Closing occurs, Project based upon on the most recent latest information available to Seller. If Closing shall occur before the tax rate or assessment Escrow Holder (i.e., $4,205,805 real property taxes for the current 2012 tax year is fixedcalculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual effective tax rate for such current year becomes known2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Purchaser shall, outside of escrow and after Closing, re-Buyer mutually instruct Escrow Holder to prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the ClosingClose of Escrow. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of All rental payments and other tenant charges and additional rents received by Buyer from a date not more than thirty (30) days prior to the Closing 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 tenant after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations Date shall be final. (d) Security deposits, including cleaning applied first to collection costs and pet deposits, and prepaid rent and any interest thereon, in then to the amounts set forth in the Leases (or if not set forth therein, most recently accrued obligation of such tenant. After application 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 rentabove, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and Buyer shall remit to Seller any such delinquent on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents owing 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 (i) Purchaser 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 required only deemed to periodically send bills be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Tenant(sClosing within thirty (30) owing such delinquent rent days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be required to commence deemed merged into any litigation or undertake any other 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 instrument delivered at Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price 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 made between adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser and Seller on entitled to a per diem basis as of the Closing Date: (i) credit for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duestransferable utility deposits transferred hereunder, if any, and fire protection service chargesall other utility deposits, if any, due may be withdrawn by and payable in the calendar year in which Closing occurs, based upon the most recent information available refunded to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shallshall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if anyexcluding regular ad valorem real estate taxes, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property in installments which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days due prior to the Closing 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 Date shall be readjusted outside of escrow after Closing and Seller or Purchaserpaid by Seller. Assessments, as the case may beexcluding regular ad valorem real estate taxes, shall promptly pay payable in installments which are due subsequent to the other Closing Date shall be paid by Purchaser. If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts data. If any ongoing real estate tax contest has not been finalized as of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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, 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 responsible 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 days including terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price items shall be made adjusted and apportioned between Seller Sellers and PurchaserPurchaser as follows: (a) The following itemsAll non-delinquent ad valorem real estate and personal property taxes, as applicable, charges and assessments affecting the Properties shall be prorated between Purchaser and Seller on a per diem basis such that they are charged to Purchaser as of the Closing Date: (i) all nondelinquent real estate taxes, installments disregarding any discount or penalty and on the basis of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar fiscal year in which Closing occurs, based upon of the most recent information available to Sellerauthority levying the same. If any of the same have not been finally assessed as of the Closing shall occur before the tax rate or assessment Date for the current fiscal year is fixedof the taxing authority, then the initial proration of such taxes or assessments same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the latest available informationmost recently ascertainable taxes. Thereafter, when There shall be a final reproration of the actual tax rate for estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to make such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments payments as shall be necessary to provide the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of appropriate credits resulting from such re-proration;. (iib) current rents for All non-delinquent rent and other income of the month in which Properties, including, without limitation, other periodic rentals, additional rentals, escalation rentals, pass-throughs and other sums and charges payable under the Leases (collectively, "Rents") collected as of the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished Date shall be prorated on a per diem basis such that they are credited to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings Purchaser as of the Closing Date. Purchaser shall receive a date not more credit for any Rents which have been prepaid as of the Closing Date. No later than thirty five (305) 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 proration Closing (net of utility charges collection costs, if any) shall initially be based upon 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 prior readingRent 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. Upon The obligation of Purchaser to remit delinquencies to Sellers in accordance with the taking terms of actual meter readings first 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, such proration the same shall be readjusted outside held in trust for Purchaser and be applied in accordance with the terms of escrow after this Section 6(b). (c) At Closing Purchaser shall receive a credit equal to the unapplied total of all security and Seller other refundable tenant deposits then held by Sellers. One or more of the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to proration, provided that, at Closing, 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 the case may beapplicable, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, disregarding any discount or penalty and on the basis of the most recent ascertainable amounts fiscal year or billing period of the authority, utility or other reliable information person levying or charging for each item of income the same and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant charged to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 Sellers for all days up periods prior to the Closing Date. If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Purchaser 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 responsible for all days including based on Sellers' and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations Purchaser's good faith estimates (based on past expenses) and shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and re-prorated when actual amounts can be ascertained but in any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and event no proration of such delinquent rent shall be made at Closing. For a period of later than 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 . Payments in connection with the final adjustment shall be required only due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to periodically send 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 to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other 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 at Closing, all amounts collected from such person Sellers shall be applied first entitled to the amount of rents owing by a credit equal to such person for the period of time after Closing and retained by Purchaser and only the excess, if any, estimate. Such estimate shall be remitted subject to Sellerre-proration under subsection (d) above. (f) Contemporaneously with the At Closing, Seller Purchaser shall deliver receive a credit for any Vacant Units (as defined below) that are not in Rent Ready Condition (as defined below) as of the date that is three (3) Business Days prior to Purchaser at the offices Closing Date in an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's property manager prior practices for vacant units to be re-leased and (b) all originals (including computer discs carpeting has been replaced or steam cleaned by a professional third party vendor; and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall have the right to inspect the books and records for the Property located mean any residential apartment unit at the office of Purchaser and/or Purchaser's property manager to verify Properties that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior ownership unoccupied as of the Property. Closing Date and that was vacated by the tenant most recently occupying such unit at least three (g3) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work Business Days prior to the extent performed on or Closing Date (i.e., if a unit becomes vacant less than three (3) Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). Any provision If requested by Purchaser, representatives of this Agreement 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 contrary notwithstandingClosing Date in order to determine the amount of such credit, after the Effective Dateif any, 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 delayedgiven to Purchaser.

Prorations. The following adjustments 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller 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 per diem "net" basis as of the Closing Date: (i) i.e. adjusted for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duestenants' liability, if any, and fire protection service charges, if any, due and payable in for such items); operating expenses which are reimbursable by the calendar year in which tenants for the period prior to the Closing occurs, based upon Date less any amount previously paid by the most recent information available tenants shall be credited 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 ; and other similar items shall be based upon adjusted ratably as of 11:59 p.m. on the latest available information. ThereafterClosing Date, 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 credited to the extent that balance of the actual rate thereof was different than the rate used for prorations made cash due at Closing and shall payClosing. Utilities, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, including water, sewer, electricity electric, and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, gas shall furnish meter readings for such utilities through the close of business be prorated at Closing based on the day prior 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 meter readings are not utilities (so obtainable, then Seller shall provide meter readings long as of a date not no more than thirty (30) days prior in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date, 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 Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expensedata. Seller and The Purchaser shall duly cooperate assume Seller's obligations under the Seller's existing real estate tax consulting agreements with each other respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the Title Company extent to which they are able to achieve a reduction in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish real estate taxes otherwise payable with respect to the Title Company such information Properties. The fees or commissions payable to said consultants (if any) shall be treated as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control a portion of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required real estate tax liability to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated, adjusted or credited outside prorated as of escrow after the 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, Date so that Seller shall be responsible for all days up any costs associated therewith prior to the Closing Date, Date and Purchaser shall be responsible for all days including any costs associated therewith arising from and after the Closing Date. Except as otherwise expressly provided All prorations described in this AgreementAgreement (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 finaldeemed 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 (dby legal action or otherwise) Security depositsthe 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, including cleaning and pet depositsthe 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, and prepaid even though the tenant is delinquent in paying rent and any interest thereonas of the Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, in the amounts set forth in the Leases Seller shall grant (or if not set forth therein, as set forth on shall arrange for the Rent Rollowner thereof to grant) shall be credited to Purchaser at Closing.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: (ea) If The temporary license granted by this paragraph shall commence on the Closing Date any Tenant and shall expire on the day which is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closingsubsequent 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 reasonable efforts the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to attempt each Property without additional compensation to collect 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 remit 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 delinquent rents owing 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 Seller; providedplace 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, that shall such extended license period exceed ninety (i90) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Selleradditional days. (f) Contemporaneously with If Purchaser continues to use said logos or trade names beyond the Closingperiod allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall deliver to Purchaser at have all legal and equitable remedies authorized by federal law or the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy laws of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request state where such Property is located to Purchaser, shall have the right prevent such unauthorized use or 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 recover any other purpose related to Seller's prior ownership of the Propertydamages authorized by such laws. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser and Seller on a per diem the basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments actual number of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable days in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under or in the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property period of computation. Any item which are cannot metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business be finally prorated on the day prior to Closing Date because of the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as unavailability of a date not more than thirty (30) days prior to the Closing 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 information shall be readjusted outside tentatively prorated on the basis of escrow after Closing the best data then available and Seller or Purchaser, as reprorated when the information is available but in each case may be, shall promptly pay to with the other the amount determined to be so due upon such readjustmenttime frames set forth in Section 8.04(b) below. (b) All other items of accrued or prepaid income and expense shall be prorated As soon as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to reasonably practicable after 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 no event later than 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 month anniversary of 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 agree on the other, any sums owning as a result of such correction. (c) For purposes final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided for in this Agreementthat with respect to property tax prorations, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, relevant periods with respect to all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at ClosingFacilities. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation The net amount due Original Company or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excessPurchaser, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices by reason of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain such adjustments to the PropertyClosing Statement as shown on the Proration True-Up Statement, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full cash by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to party obligated therefore within ten (10) days following the Closing Date. Any provision date of this Agreement to the contrary notwithstanding, after the 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 delayedProration True-Up Statement.

Prorations. The following adjustments to the Purchase Price shall be made between Seller 6.7.1. Real property taxes, personal property taxes, assessments, rents, and Purchaser: (a) The following items, as applicable, CAM expenses shall be prorated through Escrow between Purchaser Buyer and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments Close of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to SellerEscrow. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments All security deposits shall be based upon the latest available informationpaid over to Buyer. Thereafter, when the actual tax rate for such current year becomes known, Seller Rents and Purchaser shall, outside CAM expenses shall be approved by Buyer prior to Close of escrow and after Closing, re-prorate any such taxes or assessments Escrow. Any delinquent rents attributable to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day periods prior to the Closing. If any such meter readings Close of Escrow and which are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller collected by Buyer or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (retained by or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser any amounts collected by Buyer or Seller shall be required only first applied to periodically send bills any rents then due to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excessBuyer and, if anycollected by Seller, shall be remitted to Seller. (f) Contemporaneously with the Closing, Buyer for such purpose. Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect pursue any Tenant for delinquent rent, but shall not (a) cause Tenant to be delinquent for their current rent or become financially unstable or (b) have the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager right to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior ownership seek eviction of the PropertyTenant 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 copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. All prorations shall be based on a 360-day year. (g) The cost of any 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 or incurred by Seller, and Seller shall indemnify and hold Buyer harmless for lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases approved by Purchaser and executed after the date of this Agreement shall be paid prorated between Buyer and Seller as their respective periods of ownership bears to the primary term of the new Lease subject, in full all events, to the prior approval of said Leases as herein provided by Seller at or before ClosingBuyer pursuant to Paragraph 7.3. 6.7.3. Seller shall supply agrees to Purchaser indemnify and Title Company paid invoices hold Buyer harmless from any and final lien waivers for all such tenant improvement work to liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorney fees (except those items which under the extent performed on or prior to the Closing Date. Any provision 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 in any way related to the contrary notwithstandingProperty. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, after 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 Effective Date, Seller shall not undertake Close of Escrow and which are in any tenant improvement work on any Unit without way related to the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayedProperty.

Prorations. 12.1. The following adjustments to the Purchase Price items shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser and Seller on a per diem basis adjusted ratably as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business 11:59 p.m. on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and credited against the proration 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 shall initially be charges; iv) fuels; v) prepaid operating expenses; vi) real and personal property taxes and assessments ("Taxes") prorated on a "net" basis based upon such prior readingon 105% of the most recent actual tax bills. Upon The amount of the taking of actual meter readings first after Closing, such proration shall be readjusted outside calculated by (1) determining the net amount (the "Net Amount") of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other (x) the amount determined to be so of all Taxes accrued but not yet due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated payable as of the Closing Date(based on the most recent actual bills), minus (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 give Purchaser a credit for the aggregate amount actually paid or deposited by tenants of the Property, as of the Closing, for their respective shares of Taxes for the time period covered by the proration; vii) operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and viii) other similar items. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable amounts data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to and including the Closing Date will first be applied to rent or other reliable information for 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 paid in full. Within ten (10) days following each item receipt by Purchaser of income and expense. Seller and a Post-Closing Receipt, Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant pay such Post-Closing Receipt 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 creditsSeller. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 set forth both current and delinquent rent amounts on tenant bills in regard thereto and shall payan effort to collect all amounts owing from tenants, one to the otherincluding those which, any amounts which may be owing as a result of any such subsequent prorationupon collection, adjustment or creditwould constitute Post-Closing Receipts hereunder. In the event, at any time within six (6) months Within 120 days 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 deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in Upon the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out delivery of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after ClosingPost-Closing Receipts reconciliation, Purchaser shall use reasonable efforts to attempt to collect and shall remit deliver to Seller any such delinquent rents Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller; provided, however, that (i) Purchaser shall be required only pay to periodically send bills to Seller said additional Post-Closing Receipts and the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period cost of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of performing Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposesaudit. 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 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 date Paragraph 12.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayeddeed.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsFor purposes of determining the Purchase Price, as applicablepersonal property and real property Taxes, shall fees with respect to any Transferable Permits, rents under any leases of real or personal property, or other similar expenses, that are not due or assessed until after the Effective Time but which are attributable in whole or in part to any period commencing prior to the Effective Time, and any other amounts that by the terms of this Agreement are to be allocated between the Parties, will be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxesEffective Time, installments of general and special assessments, homeowner's association dues, if anywith Seller liable to the extent such items relate to any period prior to the Effective Time, and fire protection service chargesBuyer liable to the extent such items relate to any period from and after the Effective Time. If the actual amounts to be prorated are not known, if any, due and payable Seller shall include an itemized estimate in the calendar year in which Closing occurs, Adjustment Statement based upon the most recent information available to Seller. If Closing shall occur before the tax rate rates, assessments, valuations, or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Datedata, and the proration of utility charges Parties shall initially be based upon adjust the amounts paid at Closing to reflect such prior readingprorations. Upon the taking of actual meter readings first after Closing, such proration Any prorations shall be readjusted outside made so as to avoid duplication of escrow after Closing any amounts, and Seller or Purchaser, as will be adjusted to properly take into account any amounts thereof used in determining the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustmentPurchase Price. (b) All 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 items of accrued or prepaid income and expense shall be 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 Closing Date, on Effective Time with the basis of the most recent ascertainable final amounts of or other reliable information for each item of income and expenseto be prorated. Seller and Purchaser shall duly cooperate with Buyer agree to furnish each other with such documents and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, other records as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 reasonably requested in any prorations, adjustments or credits order to confirm all proration calculations 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 correction3.4. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsSeller and Purchaser agree to adjust, as applicable, shall be prorated between Purchaser and Seller of 11:59 p.m. on a per diem basis as of the day preceding the Closing Date:Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) all nondelinquent real estate taxesRentals, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration;accordance with Section 10.4(b) below. (ii) current rents for Cash Security Deposits (to the month in which extent such Security Deposits have not yet been applied toward the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants obligations of any Tenant under the Leases; and) and any prepaid rents, together with interest required to be paid to Tenants thereon. (iii) all Utility charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. payable by Seller, to the extent the same is obtainableincluding, shall furnish meter readings for such utilities through the close of business without limitation, electricity, water charges and sewer charges. If there are meters on the day prior Real Property, Seller will cause readings of all said meters to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date be performed not more than thirty three (303) days Business Days prior to the Closing Date, and a per diem adjustment shall be made for the proration 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 utility charges ad valorem taxes shall initially be based 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 set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior readingto the Closing Date (the "CLOSING STATEMENT"). Upon the taking of actual meter readings first after ClosingThe Closing Statement, such once agreed upon, shall be signed by Purchaser and Seller. The proration shall be readjusted outside of escrow after paid at Closing and 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, as ) by increasing or reducing the case may be, shall promptly pay to the other the amount determined cash to be so due upon such readjustment. (b) All other items delivered by Purchaser in payment of accrued or prepaid income and expense shall be prorated the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the most recent ascertainable amounts best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of or other reliable information 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 each item utilities will be made if possible as of income and expensethe 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 shall duly cooperate will be obligated to make its own arrangements for any deposits with each other and the Title Company in making prorations, adjustments and credits pursuant to utility providers. The provisions of this Section 10 and shall, as requested by 10.4(a) will survive 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, Closing for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 twelve (612) 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 correctionmonths. (cb) For purposes Purchaser will receive a credit on the Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all prorations Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under its Lease, to the extent the same exceeds any expense stop specified in this Agreementsuch Lease), Seller shall be responsible for retroactive rentals, all days up administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. With respect to Tenants still in occupancy, Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited agrees 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 use commercially reasonable efforts with respect to the period prior to collection of any Delinquent Rental, but Purchaser will have no liability for the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt failure to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent amounts and shall will not be required to commence pursue legal action to enforce collection of any litigation or undertake such amounts owed to Seller by any other Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection efforts in regard thereto; of Delinquent Rental. All sums collected by Purchaser from and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and for a period of time prior to Closing, all amounts collected from such person shall 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 amount calendar month of rents owing Closing) and then to delinquencies owed by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller 6.7.1. Real property taxes, assessments, rents, security deposits, and Purchaser: (a) The following items, as applicable, CAM expenses shall be prorated through Escrow between Purchaser Buyer and Seller on a per diem basis as of Close of Escrow. Rents, security deposits and CAM expenses shall be approved by Buyer prior to Close of Escrow. Rents and other charges under the Lease that are delinquent as of the Closing Date: 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) all nondelinquent real estate taxes, installments to Buyer's actual out-of-pocket costs of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments collection incurred with respect to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; collected amounts; (ii) current to rents due under the Lease for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable payment is received by Tenants under the LeasesBuyer; and (iii) all charges for fuel, water, sewer, electricity to rents attributable to any period after the Close of Escrow that are past due on the date of receipt; and (iv) to rents and other utility services furnished charges delinquent as of the Close of Escrow (and Buyer promptly will remit these amounts to the Property which are not metered Seller). Buyer will use commercially reasonable efforts to Tenantscollect 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 based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the extent the same is obtainableother party, 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 and not so obtainable, then Seller shall provide meter readings as of a date not more later than thirty ten (3010) days prior to the Closing Date, delinquency date shown on such tax ▇▇▇▇ Buyer 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices taxing authority their respective shares of Seller's property manager all originals (including computer discs such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain tenant improvements with respect to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Property transactions entered into prior to execution of this Agreement shall be paid by Seller, at Seller's cost, may retain a copy of the foregoing items and Seller shall indemnify and hold Buyer harmless 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 Lease commission claims brought against 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 arising therefrom. All leasing commissions for any 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 new leases executed after the date of this Agreement shall be paid in full by prorated between Buyer and Seller at or before Closingas their respective periods of ownership bear to the primary term of the new lease. 6.7.3. Seller shall supply agrees to Purchaser indemnify and Title Company paid invoices hold Buyer harmless of and final lien waivers for from any and all such tenant improvement work to liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the extent performed on or prior to the Closing Date. Any provision 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 in any way related to the contrary notwithstandingProperty, after 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 Effective DateTenant or any other third parties and based on events occurring subsequent to the date of closing and which are in any way related to the Property, Seller and all expenses related thereto, including, but not limited to, court costs and attorneys' fees, provided, that the foregoing indemnity shall not undertake be construed to limit the effect of, nor shall it be applicable to the subject matter of, any tenant improvement work on any Unit without of Seller's representations and warranties expressed in this Agreement or in the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayedclosing documents delivered by Seller.

Prorations. The following adjustments Notwithstanding anything to the Purchase Price shall be made between Seller and Purchasercontrary in any CAPCO Agreement: (a) The following itemsParties agree that all of the items normally prorated, as applicableincluding those listed below (but not including Income Taxes), relating to the business and operation of the DLC Nuclear Assets shall be prorated between Purchaser and Seller on a per diem basis 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) all nondelinquent Personal property, real estate taxesand occupancy Taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, on or with respect to the business and operation of the DLC Nuclear Assets; (ii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by Tenants or to a DLC under any of the DLC Nuclear Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other utilities with respect to the DLC Nuclear Assets; (v) Rent and Taxes payable by DLC under the LeasesReal Property Leases assigned to the applicable Specified FE Subsidiary; and (iiivi) all charges ANI and ▇▇▇▇ insurance premiums for fuel, water, sewer, electricity the current year or other applicable policy period; (vii) Impositions and other utility services furnished fees payable to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close Department 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, Energy and the proration NRC; and (viii) Membership fees in respect of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after ClosingInstitute for Nuclear Power Operator, such proration shall be readjusted outside of escrow after Closing the Nuclear Energy Institute and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustmentsimilar organizations involved solely in nuclear matters. (b) All other items of accrued or prepaid income and expense shall be prorated as of 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, on the basis of proration shall be based upon the actual Taxes or other amounts accrued through the DLC Nuclear Closing Date or paid for the most recent ascertainable amounts of year (or other reliable information appropriate period) for each item which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of income the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the DLC Nuclear Closing Date and expense(ii) including and after the DLC Nuclear Closing Date. Seller and Purchaser shall duly cooperate with The Parties agree to furnish each other with such documents and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, other records as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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, reasonably requested in order to confirm all 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 and proration calculations 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 correction3.4. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller 15.1 Water and Purchaser: (a) The following items, as applicable, shall be other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated between Purchaser and Seller on a per diem "net" basis as of the Closing Date: (i) i.e. adjusted for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duestenants' liabilities, if any, and fire protection service charges, if any, due and payable in for such items); operating expenses paid by Seller which are reimbursable by 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 tenants for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days period prior to the Closing 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the less any amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested previously paid 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, tenants; unpaid operating expenses for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall remain be adjusted ratably as of 12:01 a.m. on the property of 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 15.2 All basic rent paid to Seller if, as and when collected following the Closing Date by Purchaser out any tenant of the funds received 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 from such Tenant, and no proration of such delinquent rent shall be made at Closingdeemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. For a period of one hundred eighty Within ten (18010) days after Closingfollowing the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use reasonable efforts 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, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 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. Purchaser's obligations to attempt to collect and Post- Closing Receipts shall remit expire one year from the Closing Date. Seller shall retain the right to Seller sue any such delinquent rents owing tenant for rent owed to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent ▇▇▇ler for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposesProration Date. 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 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 date This Paragraph 15.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement the Deed. 15.3 Seller covenants to operate, maintain and manage the contrary notwithstandingProperty in the same manner that it has managed, after maintained and operated the Effective DateProperty during the period of Seller's ownership, Seller shall not undertake any tenant improvement work on any Unit without the prior written consent of Purchaser, such consent not subject to be unreasonably withheld, conditioned or delayedreasonable wear and tear and casualty.

Prorations. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxesExisting Bond and Mortgage Documents, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity water and other utility services furnished to charges; fuels; prepaid operating expenses; management fees in the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, amount of 5%; real and personal property taxes; and other similar items 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 be adjusted ratably as of a date not more than thirty (30) days prior to 12:01 a.m. on the Closing Date, and credited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon To the taking of actual meter readings first after extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, such proration the proceeds in said escrows shall be readjusted outside of escrow after Closing assigned to Purchaser and the amounts thereof shall be a credit to Seller or Purchaser, as at the case may be, shall promptly pay Closing. Assessments payable in installments which are due subsequent to the other Closing Date shall be paid by Purchaser. If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expensedata. Seller and Purchaser shall duly cooperate with each other and the Title Company All prorations will be final except as to delinquent rent referred to in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 correctionParagraph 12.2 below. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date12.2. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid All basic 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 paid following the Closing Date by any Tenant tenant of the Property who is delinquent in the payment of rent, including indebted under a lease for basic rent for any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to and including the Closing shall remain Date after the property payment to Purchaser of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent all current basic rent shall be made at Closingdeemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. For a period of one hundred eighty Within ten (18010) days after Closingfollowing each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to attempt collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect and same. Within 120 days after the Closing Date, Purchaser shall remit 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 such delinquent rents Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller; provided, however, that (i) Purchaser shall be required only pay to periodically send bills to the Tenant(s) owing such delinquent rent Seller said additional Post-Closing Receipts, and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at performing Seller's cost, may retain a copy of the foregoing items for tax reporting purposesaudit. 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 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 date Paragraph 12.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayeddeed.

Prorations. The following adjustments to the Purchase Price for the Property shall be made between Seller subject to prorations and Purchaser: (a) The following items, credits as applicable, shall follows to be prorated between Purchaser and Seller on a per diem basis determined as of 12:01 a.m. on the Closing Date: (i) all nondelinquent real estate taxes, installments 1. Rents Payable Under Tenant Leases. Any portion of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments rents collected subsequent to the extent that the actual rate thereof was different than the rate used for prorations made at Closing Date and shall pay, one properly allocable to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days periods prior to the Closing Date, and the proration net of utility charges shall initially be based upon such prior reading. Upon the taking Purchaser's third-party costs of actual meter readings first after Closingcollection, such proration if any, shall be readjusted outside of escrow paid, promptly after Closing and Seller or Purchaserreceipt, as the case may be, shall promptly pay to the other the amount determined Seller, but subject to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as all of the Closing Date, on the basis provisions of the most recent ascertainable amounts of or other reliable information for each item of income this Section; and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant any portion thereof properly allocable to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 periods 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 if any, shall be responsible for all days including paid to Purchaser. Any amount collected from a tenant shall first be applied to such tenant's current monthly rental and after then to past due amounts in the reverse order in which they were due. Any advance rental payments or deposits paid by tenants prior to the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning Date and pet deposits, and prepaid rent applicable to the periods of time subsequent to the Closing Date and any security deposits or other amounts paid by tenants, together with any interest thereonon both thereof to the extent such interest is due to tenants, 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 Date. No credit shall be given the Seller for accrued and unpaid rent or any Tenant is delinquent in the payment other non-current sums due from tenants until said sums are paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be entitled to all food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, Motel banquet and conference facility operations, and all other revenue of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent kind attributable to any of the same for the period prior to on and after 12:01 a.m. on the Closing Date. Purchaser shall remain the property of Seller and be paid pay over to Seller if, all collections of accounts receivable in connection with the Properties which have accrued as and when collected by Purchaser out of Closing (the funds received by Purchaser from such Tenant, and "Closing Accounts Receivable"). By no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty later than sixty (18060) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit pay to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills an amount equal to the Tenant(s) owing such delinquent rent remaining Closing Accounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and Seller. Seller shall not be required deliver to commence Purchaser or provide Purchaser a credit against the Purchase Price for the Properties in an amount equal to all guest reservation deposits held by the Motels for Motel guests arriving or staying after check-out time for the Motel on the Closing Date. All collections of Motel receivables from any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time party after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by receivables due from such person for the period of time after party which have accrued prior to Closing and retained by Purchaser and only the excess, if any, shall be remitted second to Sellerreceivables due from such party which have accrued after Closing. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsSeller and Purchaser agree to adjust, as applicable, shall be prorated between Purchaser and Seller of 11:59 p.m. on a per diem basis as of the day preceding the Closing Date:Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) all nondelinquent real estate taxesRentals, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration;accordance with Section 10.4(b) below. (ii) current rents for the month in which the Closing occurs as actually paidCash Security Deposits and any prepaid rents, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; andtogether with interest required to be paid thereon. (iii) all Utility charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. payable by Seller, to the extent the same is obtainableincluding, shall furnish meter readings for such utilities through the close of business without limitation, electricity, water charges and sewer charges. If there are meters on the day prior Real Property, Seller will cause readings of all said meters to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date be performed not more than thirty five (305) days prior to the Closing Date, and a per diem adjustment shall be made for the proration 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 occur before the tax rate is fixed, the apportionment of utility charges real estate taxes shall initially be based 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 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 prior readingrecomputation and vice versa. Upon the taking of actual meter readings first after Purchaser shall, at Closing, such assume all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be readjusted outside of escrow after paid at Closing and 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, as ) by increasing or reducing the case may be, shall promptly pay to the other the amount determined cash to be so due upon such readjustment. (b) All other items delivered by Purchaser in payment of accrued or prepaid income and expense shall be prorated the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the most recent ascertainable amounts best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of or other reliable information for each item of income the actual figures, and expense. a final cash settlement will be made between Seller and Purchaser shall duly cooperate with each other and the Title Company Purchaser. No prorations will be made in making prorations, adjustments and credits pursuant relation to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is availableinsurance premiums, and Seller Seller's insurance policies will not be assigned to Purchaser. Final readings and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may final ▇▇▇▇▇▇▇▇ for utilities will be owing made if possible 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, 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 shall will be responsible 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 days including Rental previously paid to or collected by Seller and attributable to any period from and after the Closing DateProration Time. Except as otherwise expressly provided in this AgreementAfter the Closing, all prorations shall Seller will cause to 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 (paid or if not set forth therein, as set forth on the Rent Roll) shall be credited turned over to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excessRental, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, received by Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the after Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request attributable to Purchaser, shall have the right to inspect the books any period from 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 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 date Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration share of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser building operation and Title Company paid invoices maintenance costs and final lien waivers expenses as provided for all such tenant improvement work under the Lease, to the extent performed on the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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.real property

Prorations. (a) Non-delinquent real property taxes and any current installments on any improvement assessment liens, ▇▇▇▇▇-▇▇▇▇ bond payments and similar assessments affecting the Real Property and any personal property taxes affecting the Personal Property shall be prorated based on the 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 (or its assignee), or a sale or change in ownership after the sale to Buyer, and any supplemental real property taxes and assessments arising out of any construction pertaining to the Real Property completed following the Close of Escrow shall be paid by Buyer when assessed, and Buyer shall indemnify Seller from and against all such taxes. Any supplemental real property taxes or private assessments arising out of any occurrence before the Close of Escrow shall be paid by Seller when assessed to the extent such taxes or assessments are attributable to any period before the Close of Escrow, and Seller shall indemnify Buyer from and against all such taxes and assessments. The following adjustments parties’ indemnification obligations under this Section shall survive the Close of Escrow. (b) Non-delinquent rentals and other charges payable by tenants shall be prorated based on the updated Rent Roll delivered pursuant to Section 5(c)(v). Rentals are delinquent when payment thereof is more than thirty (30) days past due as of the Close of Escrow. In addition, rentals from a tenant less than thirty (30) days past due will be considered delinquent if that tenant also has at least one month of rental more than thirty days past due (e.g. if a tenant has not paid its monthly rental for January of a year, and assuming a date after February 1 for the Close of Escrow, due to the January delinquency the rental for the month of February also will be considered delinquent even though it is less than thirty ((30) days past due). Escrow Holder shall credit the amount of security deposits held by Seller as shown on the Rent Roll against the Purchase Price shall be made between payable by Buyer. Rentals collected by Seller not shown on the updated Rent Roll and Purchaser: (a) The following items, delinquent rentals collected by Buyer as applicable, hereafter provided shall be prorated between Purchaser and Seller on a per diem basis by the parties outside of escrow as of the Closing Date: Date and paid to the entitled party as soon as practical from time to time as collected. After the Close of Escrow Buyer shall use its commercially reasonable efforts to collect any delinquent rentals, but Buyer shall not be required to file suit or evict a tenant. If, after making diligent efforts to collect delinquent rentals from any tenant or tenants, or ninety (i90) all nondelinquent real estate taxesdays after the Close of Escrow, installments of general and special assessmentswhichever first occurs, homeowner's association duesBuyer elects not to file a legal action against such tenant or tenants, if anyBuyer shall notify Seller, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate Seller may file a legal action or assessment actions against such tenant or tenants for the current year is fixeddelinquent rentals owing to Seller except that Seller shall not pursue an eviction remedy. Delinquent rentals collected by Buyer, net of the initial proration reasonable costs of such taxes or assessments collection (including attorney’s fees), shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents applied first against rent accruing for the month in which the Closing occurs as actually paidoccurs, advance rentalsthen against any other amounts owing Buyer, nonrefundable deposits then against other amounts most overdue. Percentage rent, if applicable and other charges, if any, payable by Tenants under for the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the rental period including Closing 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as upon receipt, based upon the tenant’s sales for the portion of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing lease year allocable to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent ’s and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior Buyer’s respective ownership of the Property. (gc) The cost No later than two (2) business days before the Close of Escrow, the parties will prorate outside of escrow on an accrual basis all known deposits and operating expenses concerning the Property, refundable deposits held by any tenant improvements 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 or incurred by Seller for Leases approved by Purchaser and executed to the entitled party as soon as practicable after the date of this Agreement shall be paid Closing Date, but in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to no event later than ninety (90) days after the Closing Date. Any provision of this Agreement Sewer, gas, electric, telephone and other utility charges, to the contrary notwithstandingextent not reimbursed or paid directly by tenants, after shall not be prorated but shall be paid by Seller to the Effective Date, utility company. (d) Buyer and Seller shall not undertake any tenant improvement work take all steps necessary to effectuate the transfer of all utilities presently in Seller’s name into Buyer’s name as of the Close of Escrow. Where necessary, Buyer will post deposits with the utility companies. (e) All prorations and adjustments shall be made as of 12:00 midnight on any Unit without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayedday immediately preceding the Closing Date.

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

Prorations. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a per diem "net" basis as of the Closing Date: (i) i.e. adjusted for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duestenants' liability, if any, and fire protection service charges, if any, due and payable in for such items); operating expenses which are reimbursable by 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 tenants for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day period prior to the Closing. If Closing Date less any such meter readings are not so obtainable, then Seller amount previously paid by the Tenants shall provide meter readings be credited to Seller; and other similar items shall be adjusted ratably as of a date not more than thirty (30) days prior to 11:59 p.m. on the Closing Date, and credited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon Assessments payable in installments which are due subsequent to the taking of actual meter readings first after Closing, such proration day before the Closing Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of data. All prorations will be final except as to the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from tenants any payments for utilities, taxes, common area expenses, or other reliable information for each item operating expenses in excess of income and expense. amounts incurred by Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available period 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 then Purchaser shall be responsible receive a credit for all days including and after 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. Except as otherwise expressly provided in this AgreementIf Seller is credited for any utilities, all prorations shall be final. (d) Security depositstaxes, including cleaning and pet depositsinsurance, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (CAM 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 other expenses which Seller has paid applicable to the period prior to the Closing proration date and which are reimbursable by tenants after the Closing, the amount of the credit shall remain be held in escrow by the property of Seller Title Company and shall be paid released to Seller if, as and when collected payment is made by Purchaser out the tenant. 12.2. All basic rent paid following the Closing Date by any tenant of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For Property who is indebted under a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes 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 time a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and for a period the delivery and recording of time prior to Closingthe deed. If, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with 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 deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request be paid to Purchaser, and Purchaser shall have indemnify, defend and hold harmless the right Seller against the claims of Tenants with respect 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 other purpose related to Seller's prior ownership of the Property. (g) such funds. The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date provisions of this Agreement paragraph shall be paid in full by Seller confirmed at or before and shall survive Closing. Seller shall supply to 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. Any provision of this Agreement to the contrary notwithstanding, after the 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. The With respect to each Property, the following adjustments to the Purchase Price shall be made adjusted between Seller Contributor and PurchaserCompany and shall be prorated as of 12:01 A.M. local time on the Closing Date as if Company was the owner of the Property for the entire Closing Date: (a) The following itemsBase rents (and, as applicablesubject to Section 7.4(d) below, shall be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxesreimbursements for operating expenses, installments of general and special assessments, homeowner's association dues, if anyinsurance, and fire protection service charges, if any, due and Real Estate Taxes) payable in under the calendar year in which Closing occurs, based upon Leases (the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii“Rents”) current rents for the month in which the of Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis except that no proration shall be made for Rents which are due as of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, Closing Date but which have not been paid by Tenants as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 Date (hereinafter called the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit“Delinquent Rents”). 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 Any Delinquent Rents collected after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. applied as follows: (di) Security depositsfirst, including cleaning and pet depositsto the calendar month for which the payment is made; (ii) second, to post-Closing delinquencies owed to Company; (iii) third, to Company’s costs of collecting post-Closing delinquencies, and prepaid rent and any interest thereon(iv) fourth, 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 pre-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 delinquencies owed to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at ClosingContributor. For a period of one hundred eighty twenty (180120) days after the Closing, Purchaser Company shall use reasonable efforts to attempt collect any Delinquent Rents that accrued prior to the Closing Date and to collect from the Defaulting Tenants any delinquent amounts for base rents, additional rents, percentage rents and other Tenant charges, damages, or costs for the period prior to the Closing or otherwise owed and immediately pay to Contributor any such amounts actually collected. Without limiting the foregoing, Contributor shall have the right to pursue all remedies against any Tenant or Defaulting Tenant to collect Delinquent Rents, provided that Contributor may not seek as a remedy in any litigation against a Tenant the termination of any Lease or the dispossession of any Tenant. Contributor and Company each agrees to forward any Rents received by it after the Closing Date to the other, if and as applicable hereunder, for application in accordance with the provisions hereof. This Section 7.4(a) shall survive Closing. (b) Real Estate Taxes due and payable in the calendar year of Closing relating to the Property shall be prorated as of the Closing Date except to the extent payable or reimbursable by Tenants on an annual or semi-annual basis. If the Closing shall occur before the Real Estate Tax rate is fixed for the then current year, the apportionment of Real Estate Taxes shall be made on the basis of the Real Estate Tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the Real Estate Taxes actually due for the current year are more or less than the Real Estate Taxes for the preceding year, then within thirty (30) days after the issuance of the then current year’s Real Estate Tax ▇▇▇▇, Contributor and Company shall adjust the proration of such Real Estate Taxes and Contributor or Company, as the case may be, shall pay to the other any amount required as a result of such adjustment. (c) All items of expense for the Property, including but not limited to utility charges, maintenance charges, and charges under the Contracts (but excluding any such charges paid or payable directly by Tenants to parties other than Contributor), shall be prorated as of Closing Date. Contributor and Company shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final ▇▇▇▇ to Contributor with Company being designated the billing party in lieu of Contributor for all utilities that may be in the name of Contributor from and after the Closing Date. Contributor shall be entitled to retain any deposits of Contributor held by utility companies with respect to the Property. (d) Contributor shall be entitled to receive and retain all amounts payable by Tenants as estimated payments for Real Estate Taxes, operating expenses and other pass-through items through the Closing Date. On or before the date that is three (3) days prior to the Closing Date, Contributor shall provide Company with an operating expense statement setting forth (i) the actual costs incurred by Contributor for Real Estate Taxes, operating expenses and other pass-through items during Contributor’s period of ownership that are reimbursable to Contributor, as landlord, by Tenants under the Leases for calendar years 2015 and 2016 (collectively, the “Reimbursable Expenses”); (ii) the Tenant reimbursements for such amounts actually paid to Contributor by Tenants for calendar years 2015 and 2016 (“Actual Tenant Reimbursements”); and (iii) a reconciliation of the difference between the two (i.e., establishing that the Reimbursable Expenses were either more or less than the Actual Tenant Reimbursements). Company shall be responsible for calculating the year-end reconciliations of Tenant reimbursements of such amounts for calendar year 2016 and shall remit deliver such calculations to Seller Contributor no later than April 1, 2017. Any amount due Contributor pursuant to the foregoing calculations (in the event the Actual Tenant Reimbursements are less than the Reimbursable Expenses) or Company (in the event the Actual Tenant Reimbursements are more than the Reimbursable Expenses), as the case may be, shall be paid by Company to Contributor or by Contributor to Company, as the case may be, on or before April 30, 2017. Company shall use good faith, commercially reasonable efforts to collect any such delinquent rents owing to Selleradditional Tenant reimbursements due from Tenants; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and Company shall not be required to commence ▇▇▇ any litigation Tenant for such amount or undertake dispossess any Tenant from its premises. (e) Except as otherwise provided in Section 7.4(b), in the case of any Taxes that are imposed on a periodic basis and are payable for any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of such Tax which relates to the Tax period (or portion thereof) ending on or prior to the Closing Date (the “Pre-Closing Period”) shall be (i) in the case of any Taxes other collection efforts than Taxes based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in regard thereto; the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the event Purchaser collects rent from a person who owes rent for case of any period of time after Closing Tax based upon or related to income, gains or receipts (including sales and for a period of time prior to Closinguse Tax), all amounts collected from such person shall or employment or payroll Taxes, be applied first deemed equal to the amount which would be payable if the Straddle Period ended on the Closing Date based on an interim closing of rents owing the books. After the Closing, Contributor shall, be responsible for and shall indemnify the Company (and each of its members) and hold it harmless from and against: (x) all Taxes relating to the Properties for all Pre-Closing Periods, (y) with respect to any Straddle Period, all Taxes relating to the Properties attributable to the portion of such Straddle Period that ends on and includes the Closing Date, and (z) any and all Taxes of any Person imposed on any of the Entities or any member of the Entities as a transferee or successor, by such person for contract or otherwise, which Taxes relate to an event or transaction occurring before the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to SellerClosing. (f) Contemporaneously with Contributor shall calculate the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of prorations contemplated by this 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 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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.7.4

Prorations. The following adjustments to the Purchase Price paid hereunder shall be made between Seller and Purchaser: (a) The following items, as applicable, Purchaser and shall be prorated between Purchaser and Seller (as applicable) on a per diem basis as of if Purchaser owned the Property for the entire day on the Closing Date: (a) All real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other installments of special assessments not yet due and payable shall be the responsibility of Purchaser. If at the time of Closing the tax rate or the assessed valuation for the current year has not yet been fixed, taxes shall be prorated based upon the tax rate and the assessed valuation established for the previous tax year; provided, however, 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 survive Closing. (b) Current rents, advance rentals and other income from the Property shall be prorated between Seller and Purchaser at Closing based upon such amounts actually collected by Seller as of the Closing Date. Rent which is unpaid or delinquent as of the Closing Date shall not be prorated, but such unpaid or delinquent rent collected after the Closing Date shall be delivered as follows: (i) if Seller collects any rent after the Closing Date, Seller shall deliver to Purchaser any such rent within fifteen (15) days after the receipt thereof and (ii) if Purchaser collects any unpaid or delinquent rent after the Closing Date, Purchaser shall deliver to Seller any such rent relating to the period prior to the Closing Date within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all nondelinquent real estate taxes, installments of general rent received by Seller or Purchaser after the Closing Date shall be applied first to current rentals and special assessments, homeowner's association duesthen 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 fire protection service charges, if any, due and payable percentage rents described in Section 4.4(c) below) in the calendar usual course of Purchaser’s operation of the 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 required to prorate any amounts collected by Seller after Closing from former tenants of the Property, 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. With respect to Pass Through Expenses which have not been billed to tenants as of the Closing Date, Purchaser shall ▇▇▇▇ each tenant for same in accordance with each such tenant’s Lease. Within one hundred fifty (150) days after the end of 2010, Seller shall, with Purchaser’s reasonable cooperation and contingent upon receipt of any information held by Purchaser and not in the possession of Seller and reasonably necessary to such obligation, prepare a reconciliation of Pass-Through Expenses. Within one hundred fifty (150) days after the end of the year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside with Seller’s reasonable cooperation and contingent upon receipt of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable information held by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is not in the possession of or obtainable by them Purchaser and reasonably necessary to assist in making such prorationsobligation, adjustments or creditsprepare a reconciliation of Pass-Through Expenses. In the event, for event that any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment reconciliation shows that either Seller or credit for any item required to be prorated, adjusted or credited under this Section 10 Purchaser is not available prior to Closingowed an adjusting payment, then the party owing such items payment 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 promptly remit the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be finalsame. (d) Security depositsCharges under service agreements assumed by Purchaser, including cleaning and pet depositsutility charges for which Seller is liable, and prepaid rent and any interest thereon, in other operating expenses of the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) Property shall be credited to prorated between Seller and Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rentSecurity deposits shall, including any additional rent billed but unpaid at the time of ClosingSeller’s option, the delinquent rent attributable either be transferred or credited to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after 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 shall use reasonable efforts cause Wellstream to attempt to collect and reduce the amount of its scheduled 2011 letter of credit reduction by Two Thousand Dollars ($2,000) such that it shall remit to Seller any such delinquent rents owing to Seller; provided, however, that be reduced by Seventy-Three Thousand Dollars (i$73,000) instead of Seventy-Five Thousand Dollars ($75,000). (f) Purchaser shall be required only to periodically send bills responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (A) as a result of any renewals or expansions of existing Leases, and (B) under any new Leases (including any amendments of existing Leases) in each instance to the Tenant(sextent entered into after the Effective Date of this Agreement which have been approved (or deemed approved) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts by Purchaser in regard theretoaccordance with the terms of this Agreement; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing all Tenant Inducement Costs and leasing commissions which become due and payable under an existing lease for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, exercised after the Effective Date, . Seller shall not undertake be responsible for all other Tenant Inducement Costs. If as of the Closing Date Seller shall have paid any tenant improvement work on any Unit without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.Tenant Inducement Costs

Prorations. The following adjustments All normal and customarily proratable items relating to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsPurchased Assets, as applicableincluding, shall be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate without limitation, Real Property Taxes, personal property taxes, installments of general utility bills, alarm and special assessmentssecurity bills, homeowner's association dues, if any, ground lease rent and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixedtower lease rent (collectively, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at "Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (iiDate Prorations") current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the such assets' respective Closing Date, on the basis Seller being charged and credited for all of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller same up to such date ("Seller's Closing Date Prorations") and Purchaser being charged and credited for all of the same on and after such date ("Purchaser's Closing Date Prorations"). All earn▇▇▇ ▇▇▇ey deposits held by Seller under Tower Leases for which Purchaser assumes liability under a Tower Lease Assignment and Assumption Agreement shall duly cooperate with each other and be credited in favor of Purchaser against the Title Company Purchase Price. The Pre-Paid Expenses shall be credited in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by favor of Seller against the Title Company, furnish to the Title Company such information as is Purchase Price in the possession of or obtainable by them to assist in making such prorations, adjustments or creditsaggregate amount thereof. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow Within ninety (90) days 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, the Seller will prepare and notify Purchaser shall be responsible for all days including and after of the Closing Date Prorations applicable to such 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 If Purchaser at Closing. (e) If on the disagrees with Seller's calculation of Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after ClosingProrations, Purchaser shall use reasonable efforts to attempt to collect and shall remit to will notify Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least within 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 other purpose related to Seller's prior ownership business days after receipt of the Property. calculation. If the parties cannot resolve a disagreement as to such calculation within three (g3) The cost of any tenant improvements paid or incurred business days thereafter, they shall promptly submit the disagreement to an arbitrator mutually selected by Seller for Leases approved 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 executed after Seller will each pay one-half of the date expenses of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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 delayedArbitrator.

Prorations. The following adjustments items relating to the Purchase Price shall Assets and the ownership and operation of the Generating Assets will be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser and Seller on a allocated pro rata per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before for the tax rate or assessment for year that includes the current year is fixeddate of Closing, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate with Seller liable for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments items to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which they are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable allocable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out date of the funds received by Closing and Purchaser from liable for such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills items to the Tenant(s) owing such delinquent rent extent they are allocable to periods beginning with and shall not be required to commence any litigation or undertake any other 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 subsequent to the amount of rents owing by such person for Closing: (a) Property Taxes on or with respect to the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to SellerAssets. (fb) Contemporaneously Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall deliver occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to Purchaser at the offices latest assessed valuation and such Taxes shall be reprorated upon the request of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contractson the one hand, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to or Purchaser, shall have on 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 other purpose related to Seller's prior ownership of the Property. hand, made within sixty (g60) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed days after the date of this Agreement shall be paid in full by Seller at or before Closingthat the actual amounts become available. Seller shall supply and Purchaser agree to Purchaser furnish each other with such documents and Title Company paid invoices other records as may be reasonably requested in order to confirm all adjustment and final lien waivers for all such tenant improvement work proration calculations made pursuant to this Section 1.06. To the extent required by any approval of the transfer of the FERC project licenses related to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the Effective DateHydro Units, Seller shall not undertake any tenant improvement work on any Unit without agrees to pay all annual charges accrued under such licenses as of the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayedClosing.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsRents, including, without limitation, percentage rents, and all other income from the operation of the Property, if any, and any additional charges and expenses payable by tenants under Leases, and assessments and charges payable to and collectable by the owner of the Property under the Property Declarations, all as applicableand when actually collected; real property taxes (based on Title Company estimates, shall be prorated between Purchaser and Seller on a per diem basis in the event that real property taxes for the year of Closing are not fully ascertained as of the Closing Date: ) and assessments (on a cash basis); water, sewer and utility charges; and amounts payable under any Service Contracts to be assumed by Buyer at Closing; and any other ordinary and recurring expenses of the operation and maintenance of the Property and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the date of Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the entire day of Closing and all subsequent periods, and Seller is entitled to the income and responsible for expenses attributable to all periods prior to the day of Closing), on the basis of a 365-day year. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions for which Buyer is responsible, as provided in Section 7.2. All rents and income collected after the Closing shall be applied and paid as provided in this ‎Section 8.5(a). Buyer shall have no obligation to Seller to collect any such unpaid rents or other charges (but agrees to invoice same to the applicable tenant as otherwise provided below), and all rents and other charges collected shall be first applied to current rents and charges due, next to rents and charges past due (in reverse order to which they become past due) for the period after the Closing Date through the then current rent period, and lastly to rents and charges past due for the period prior to the Closing Date. If a tenant shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied provided no other amounts payable for the period from and after Closing are past-due. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent due after the Closing until the tenant is current on rents and sums due under the applicable Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. For a period of up to ninety (90) days after Closing, Buyer agrees to remit invoices prepared by Seller (in the name of Buyer) in order to ▇▇▇▇ items payable by tenant’s under Leases, but Buyer shall not be required to take any other action to collect such amounts due unless it chooses to take such action and Buyer may deduct the reasonable apportioned third-party costs of collection from any such amounts collected before remitting the balance due Seller. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted, to execute against the assets of such tenant required for operation in the Property, or to exercise any other landlord remedy against such tenant other than to ▇▇▇ for collection. To the extent Seller collects rents and charges for Leases after the Closing Date, Seller agrees to hold all collections in trust, and to promptly turn over such collections to Buyer, and Buyer shall apply such funds between Buyer and Seller in the manner provided herein. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within 180 days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this ‎Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop or up to an expense cap, the proration between the parties of the income received from tenants over such base year amount or expense stop or up to an expense cap shall be calculated by multiplying the total reimbursement payable by the applicable tenant (after taking into account the applicable base year, expense stop or expense cap) for such applicable billing period by a fraction the numerator of which is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items (to which such base year, expense stop or expense cap apply, but without regard to the amount of any base year, expense stop or expense cap amounts), and the denominator of which is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, if applicable, fiscal) year within such billing period and billing items and otherwise in accordance with this ‎Section 8.5(a) (and after taking into account any estimated payments of rent actually collected by Seller and Buyer respectively for their respective period of ownership). By way of illustration but without limiting the foregoing, if: (i) all nondelinquent real estate taxesthe Closing occurs on June 1, installments 2016, (ii) during Seller’s period of general ownership of the Property during the year 2016 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2016 (214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is 33 $400,000 (e.g., $950,000 total expenses minus a total base year amount of $550,000), then Seller would be entitled to $165,479.45 of such income ($400,000/365 days = $1,095.89 per diem multiplied by 151 days) and special assessmentsBuyer would be entitled to $234,520.55 of such income ($1,095.89 per diem multiplied by 214 days), homeowner's association duesregardless of the actual amount of expenses actually incurred by each party (which would have instead resulted in Seller receiving $189,473.68 of such income and Buyer receiving $210,526.32 of such income). For Leases which do not have a base year amount or expense stop or expense cap on expense reimbursements, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated by multiplying the total reimbursable expenses for each tenant by a fraction the numerator of which is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items, and the denominator of which is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, if anyapplicable, fiscal) year within such billing period and billing items and otherwise in accordance with this Section 8.5(a) (and after taking into account any estimated payments of rent actually collected by Seller and Buyer respectively for their respective period of ownership). If any Lease is in effect for less than an entire year, then such proration and calculation of expense shall only be with respect to the applicable billing period under the applicable Lease. Notwithstanding the above, (i) any amounts of rent or additional rent due to or from tenants with respect to Leases terminated before the Date of Closing shall be the sole obligation/benefit of Seller, and fire protection service charges(ii) any amounts of rent or additional rent due to or from tenants with respect to Leases for which rent first commences on or after the date of Closing shall be the sole obligation/benefit of Buyer and shall not be subject to proration or adjustment under the above provisions. All adjustments set forth above shall be calculated on a tenant by tenant basis. In calculating prorations, if anyno expenses shall be included within the numerator or denominator unless such expenses are reimbursable under the applicable Lease without giving effect to any lease provisions creating a base year, due and payable expense stop or expense cap with respect to the total amount of such expenses that are reimbursable to landlord. Notwithstanding anything herein to the contrary, except as provided in the calendar year second sentence of this paragraph, Seller shall be solely responsible, at Seller's sole cost and expense, for all tenant reimbursements, payments, credits and reconciliations due tenants for the period prior to Closing based on funds collected by Seller prior to Closing (and for all reconciliation periods prior to the current reconciliation period in which the Closing Date occurs, based upon the most recent information available as applicable), whether such amounts are determined to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of an audit exercisable by a tenant under a Lease that is exercised after Closing or otherwise, and Seller shall indemnify and defend and hold Buyer harmless from and against all costs, expenses, liabilities and credits that may be due or become due to tenants attributable to any such re-proration; prior periods (ii) current rents and for the month in all reconciliation periods which ended prior to the Closing occurs Date). In the event any tenants are due reimbursements, payments, credits or reconciliations attributable to such prior periods prior to Closing and such credits are known to and not disputed at Closing by Seller, Buyer shall receive a credit at Closing against the Purchase Price in the amount of such outstanding reimbursements, payments, credits or reconciliations due tenants and Buyer shall be responsible for paying same due tenants to the extent, but only to the extent, of the credit given Buyer by Seller hereunder at Closing. This provision shall survive Closing without limitation as actually paid, advance rentals, nonrefundable to time. The amount of any cash security deposits and other chargespre-paid rents attributable to periods following the Closing, if any, held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits and such pre-paid rent). Seller will use commercially reasonable efforts (including payment of any reasonable issuer fees not otherwise payable by Tenants under the Leasesapplicable tenant) to cause any letters of credit held as security deposits to be transferred to, or reissued in, the name of Buyer at Closing. With respect to any such letters of credit held as security deposits that are not so transferred or reissued into the name of Buyer as of Closing, Seller shall continue to hold such letters of credit on behalf of Buyer and shall act as lawfully directed by Buyer following Closing with respect to any such letters of credit; and provided, however, that Buyer shall defend, indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs, expenses, obligations and liabilities (iiiincluding, without limitation, court costs and reasonable attorneys’ fees and disbursements) all charges incurred by Seller arising out of any action taken by Seller with respect to any such letter of credit in accordance with instructions as Buyer may direct. Seller shall receive credits at Closing for fuel, water, sewer, electricity and the amount of any utility or other utility services furnished deposits with respect to the Property which are not metered to Tenants. Seller, to the extent such accounts are transferred to Buyer and Buyer receives the same is obtainablebenefit of same. Buyer and Seller shall cooperate to cause all utilities to be transferred into Buyer’s name and account, or, at the option of either party, to cause Seller’s existing accounts to be closed and to cause a new account to be opened in Buyer’s name, at the time of or immediately upon Closing in which event Seller shall furnish meter readings for be entitled to any refunds of any such utilities through the close of business on the day prior utility or other deposits. Notwithstanding any provision above to the contrary, utility charges (including, but not limited to, water rates and sewer charges or rentals), if metered shall not be apportioned at Closing. If any such meter readings are not so obtainable, then but Seller shall provide meter readings as of a date cause all utility meters to be read not more than two (2) days before Closing Date, and Seller agrees to pay promptly after receipt all utility bills and charges accruing up to and including the day preceding the Closing Date and Buyer agrees to pay all charges from and after Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits are based on estimates, or cannot be calculated accurately on the Closing Date, or in the case of rents or other charges received from tenants or other assessments due to or payable by the owner of the Property under the Property Declarations, such amount have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date, or the date actual amounts or known, or the date such amounts have been collected, as applicable, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) days after written demand by the other party (or any other amount due by one party to the other for the period after Closing under this Agreement not paid within thirty (30) days after demand by the party to who payment is owed) shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants or third parties under the Property Declarations (but subject to proration hereunder) prior to the Closing Date, or from 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the manner in which such payments were applied, and shall make their books and records available for inspection by the other the amount determined to be so due party during ordinary business hours upon such readjustmentreasonable advance notice. (b) All title charges (including survey coverage and other items of accrued or prepaid income endorsements and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish reinsurance charges to the Title Company such information as is in Policy and the possession of or obtainable by them to assist in making such prorationslender’s title policy, adjustments or credits. In but excluding the eventbasic premium for the Title Policy), for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items survey costs and recording fees shall be prorated, adjusted paid by Buyer at Closing. Seller shall be responsible for the basic premium for the Title Policy. Any escrow or credited outside of escrow after Closing as soon as such information is available, and closing fees shall be split equally between Seller and Purchaser shall duly cooperate with each Buyer. The parties will execute and deliver any required transfer or other in regard thereto and shall pay, one similar tax declarations to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, appropriate governmental entity 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 Any percentage rent received in this Agreement, Seller the year in which Closing occurs shall be responsible for all prorated based upon the number of days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs ’s and tapes) Buyer’s respective ownership of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in regardless of whether such sales occur during the Property's operation, provided that Seller, at Seller's cost, may retain a copy portion of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related lease year allocable to Seller's prior ’s and Buyer’s respective ownership of the Property. (gd) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date provisions of this Agreement Section 8.5 shall be paid in full by Seller at or before survive the Closing. Seller shall supply to 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. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments are to be apportioned as of 12:00 a.m. EDT/EST on the day of Closing. Such adjustments, if and to the Purchase Price extent known and agreed upon as of Closing, shall be made between paid by Buyer to Seller and Purchaser:(if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer). Any such adjustments not determined as of Closing shall be paid in accordance with the process described in the immediately preceding sentence, in cash or other immediately available funds as soon as practicable following Closing. (a) The following items, as applicable, shall be prorated between Purchaser All non-delinquent ad valorem and Seller on a per diem basis as of non-ad valorem real property taxes and assessments for the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to SellerReal Property. If the Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration amounts of such taxes or and assessments are fixed, apportionment of such taxes and assessments shall be based upon the proposed taxes for the year 2011 promulgated by the County’s Property Appraiser’s Office using the maximum discount available or if said proposed taxes are not available, then the apportionment shall be based on the taxes and charges paid for the latest available informationapplicable period using the maximum discount available. ThereafterWithout limiting the generality of the foregoing, when the actual tax rate parties acknowledge that Seller may be pursuing an appeal seeking a reduction in the real property taxes applicable to the Real Property for such current the year becomes known, 2011 or prior years. Buyer agrees to cooperate reasonably with Seller and Purchaser shall, outside of escrow and after Closing, re-prorate in pursuing any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day appeal both prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except All rebates resulting from any such appeal shall belong solely to Seller. Within five (5) business days after Buyer receives any such rebate, Buyer shall pay such rebate to Seller. In addition, in the event the real property taxes are prorated at Closing based on an amount which is reduced subsequent to Closing as otherwise expressly provided the result of any such tax appeal, Buyer agrees to reprorate the real property taxes at the request of Seller. The Buyer’s obligations set forth in this AgreementSection 5.2(a) shall survive Closing. (b) Current accounts opened by Seller paid or payable under service or utility contracts covering the Property, all prorations including, without limitation, water, gas and electric services subject to meter readings. If there is no meter or if the bills for any of the foregoing have not been issued before the Closing Date, the charges therefore shall be finaladjusted on the Closing Date on the basis of the charges for the most recent prior period. (c) Rents collected from tenants and other occupants of the Real Property, including prepaid rents and other revenues collected under the Tenant Leases. Prior to Closing, Seller shall furnish to Buyer and Escrow Holder a schedule of all rents and other charges which are then payable by tenants and other occupants of the Real Property but which have not been paid to date. Buyer agrees that subsequent to the Closing Date, any rents collected shall be applied first towards any rent arrearages owing to Seller and shall be remitted to Seller within ten (10) days after receipt. The Buyer’s obligations set forth in this Section 5.2(c) shall survive Closing. (d) Security depositsAll security deposits collected by Seller from tenants and other occupants of the Real Property, including cleaning with any and pet depositsall interest accrued thereon to the extent payable to tenants, 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) which shall be credited transferred to Purchaser Buyer or, at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rentSeller’s option, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent appropriate adjustments therefore shall be made at Closingto the Purchase Price. 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 Any prorations which are not expressly provided for herein shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts made in regard thereto; and (ii) accordance with customary practice in the event Purchaser collects rent from a person who owes rent for any period of time after County. All apportionments made at the Closing and pursuant to this Section 5.2 shall survive closing for a period of time sixty (60) days. At the expiration of said period, unless either Seller or Buyer objects to an apportionment or proration, all adjustments shall be deemed final. Notwithstanding anything set forth in this Agreement to the contrary, Buyer acknowledges and agrees that Seller shall not be responsible for any costs, expenses or other amounts relating to or arising from the Property prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, date on which Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain acquired title to the Property, together with all advertising materialswhich shall include, bookletswithout limitation, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose costs or expenses related to Seller's prior ownership of the Propertyany code violations, open permits, delinquent utility charges and/or liens. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments Sellers and Purchaser agree to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsadjust, as applicable, shall be prorated between Purchaser and Seller of 11:59 p.m. on a per diem basis as of the day immediately preceding the Closing Date: Date (ithe “Closing Time”), the following (collectively, the “Proration Items”) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, personal property taxes and fire protection service charges, if any, due and payable in assessments for the calendar year in which Closing occurs, based upon utility bills (except as hereinafter provided), collected Rentals (subject to the most recent information available to Sellerterms of (b) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). If Closing shall occur before the tax rate or assessment Sellers will be charged and credited for the current year is fixedamounts 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 initial proration of such taxes or assessments Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be based upon the latest available information. Thereafter, when the actual tax rate set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the extent that Closing Date (the actual rate thereof was different than “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the rate used Title Company for prorations made purposes of making the preliminary proration adjustment at Closing and shall pay, one subject to the other, any adjustment due as final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to Purchase Price at the Closing. If any such meter readings the actual amounts of the Proration Items are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated known as of the Closing DateTime, the prorations will be made -39- at Closing on the basis of the most recent ascertainable amounts best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of or other reliable information for each item of income the actual figures, and expensea final cash settlement will be made between Sellers and Purchaser. Seller and Purchaser shall duly cooperate with each other and No prorations will be made in relation to insurance premiums (except to the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested extent covered by the Title Companyproration of Operating Expense Recoveries), furnish and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the Title Company such information as is extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 Dateutility 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 responsible for all days including made by Purchaser and after Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Except as otherwise expressly Notwithstanding anything to the contrary provided in this AgreementAgreement including, all prorations shall be final. but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same at Closing: (dx) Security deposits$172,450.00 for the Cherokee Plaza Real Property and the Cherokee Plaza Improvements, including cleaning (y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property and pet depositsthe ▇▇▇▇▇ Plains Exchange Improvements, 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 Rollz) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person $105,000.00 for the period of time after Closing ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and retained by Purchaser and only the excess, if any, shall be remitted to Seller▇▇▇▇▇▇▇▇ Bridge Commons Improvements. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The Buyer presently occupies the Property as the sole tenant under a triple net Lease with Seller. As such, all taxes, utilities, and certain operating expenses associated with the Property are paid by Buyer, as tenant. As such, none of these expenses shall be prorated at Closing. However, at Closing, the following adjustments to the Purchase Price shall will be made between Seller and Purchasermade: (a1) The following itemsBuyer will receive credit for the amount of all real property taxes paid by tenant to Seller for the year of Closing through Closing, as applicable, and Buyer shall be responsible for, and take title to the Property subject to all real property taxes for the year of Closing; (2) Although rent will be prorated between Purchaser as of Closing, the operating (triple net) expenses (excepting real property taxes) will not be. Seller estimates that the operating (triple net) expenses (excepting real property taxes) paid by tenant through the month of Closing will closely approximate what Seller will have spent (or be obligated to pay) for the period from January 31, 2004 through to the Closing. (3) Utilities will be transferred to Buyer as of Closing; and (4) If either party desires to have a reconciliation of the 2004 operating (triple net) expenses (excepting real property taxes) as of Closing, that party must notify the other in writing within fifteen (15) days following Closing. Absent such notice, both parties will be deemed to have waived any right under the Lease to a reconciliation and Seller on to have accepted the allocation of expenses as described in subsection b above as final. In the event either party elects to have such a per diem basis reconciliation, all operating (triple net) expenses (excepting real property taxes) will be reconciled as of the Closing Date: (i) all nondelinquent real estate taxesdate of Closing. Following the reconciliation, installments of general and special assessmentsif requested, homeowner's association duesBuyer will pay to Seller the amount, if any, and fire protection service chargesthat Seller has paid in excess of amounts paid by tenant under the Lease; Seller will pay to Buyer the amount, if any, that tenant has paid in excess of amounts actually due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the LeasesLease; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon party requesting the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly reconciliation will pay to the other $1,000.00 unless the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is reconciliation results in the possession requesting party receiving payment in excess of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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$2,000.00. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price Prorations between Seller and Purchaser shall be made between Seller and Purchaserwithin thirty (30) days of the Closing as follows: (a) The following items, as applicable, shall be prorated between Purchaser All taxes and Seller assessments on a per diem basis as of the Closing Date: (i) Assets for all nondelinquent real estate taxes, installments of general prior years and special assessments, homeowner's association dues, if any, all current year taxes and fire protection service charges, if any, assessments that are due and payable in on or before the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur have been paid in full by Seller on or before the tax rate or assessment Closing. All general real estate, personal property and ad valorem taxes and assessments for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense only shall be prorated as of the Closing Date, Date on the basis of the most recent ascertainable amounts available information, as adjusted by any known changes relating to the period during which the Closing occurs, but without any adjustment resulting from the sale of or the Assets under this Agreement. (b) All charges for gas, electricity, water, telephone, sewer and other reliable utilities shall be prorated as of the Closing Date on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. For purposes of calculating prorations, Purchaser shall be entitled to the income accruing to Seller and responsible for the Losses and expenses accruing to Seller for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon a 365- day year. The amount of such prorations shall be subject to adjustment in cash after the Closing, as and when more complete and accurate information for each item of income and expensebecomes available. Seller and Purchaser shall duly agree to cooperate with each other and use commercially reasonable efforts to make such adjustments not later than sixty (60) days after the Title Company in making prorations, adjustments Closing Date (which cooperation may include any reasonable inspection of Seller’s books 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 creditsrecords). In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available At least three (3) Business Days 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 after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at a tentative statement of prorations setting forth the offices preliminary determination of Seller's property manager all originals (including computer discs items to be prorated pursuant to this Section 2.06 and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain supported by all detail reasonably necessary to make such determination. Prior to the PropertyClosing, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply use commercially reasonable efforts to Purchaser and Title Company paid invoices and final lien waivers for all agree on such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision statement of this Agreement to the contrary notwithstanding, after the 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 delayedprorations.

Prorations. The following adjustments to the Purchase Price shall be made between Seller 15.1 Water and Purchaser: (a) The following items, as applicable, shall be other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated between Purchaser and Seller on a per diem "net" basis as of (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 (i) "Proration Date"). Seller shall be entitled to a credit for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duestransferable utility deposits transferred hereunder, if any, and fire protection service chargesall other utility deposits, if any, due may be withdrawn by and payable in the calendar year in which Closing occurs, based upon the most recent information available refunded to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shallshall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if anyexcluding regular ad valorem real estate taxes, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property in installments which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days due prior to the Closing 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 Date shall be readjusted outside of escrow after Closing and Seller or Purchaserpaid by Seller. Assessments, as the case may beexcluding regular ad valorem real estate taxes, shall promptly pay payable in installments which are due subsequent to the other Closing Date shall be paid by Purchaser. If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the cont▇▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser 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 to delinquent rent referred to in Paragraph 15.2 below and as provided in Paragraph 15.3. 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent and any delinquency accruing after the Closing Date owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt byPurchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts of which, upon collection, would constitute Post-Closing Receipts hereunder, provided Purchaser shall not be obligated to incur any expense, terminate any Lease or other reliable information for each item of income and expense. institute eviction or legal proceedings to collect "post-closing receipts." Purchaser shall promptly deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall duly cooperate provide Seller with each other and any information reasonably necessary to verify the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control accuracy of the parties heretoPost-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 pay to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or creditSeller said additional Post-Closing Receipts. 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 preparing all days up 1996 operating expense reconciliation statements and shall pay to Tenants any amounts owed to Tenants for overcharges in 1996 or any previous year in accordance with the provisions of the respective Leases. This Paragraph 15.2 of this Agreement shall survive the Closing Date, and Purchaser shall be responsible for all days including the delivery and after recording of the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be finalDeed. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and 15.3 All refunds in connection with any interest thereon, in ongoing real estate tax protests for 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 Property initiated by Seller prior to the Closing shall remain the property of Seller and be paid are not being assigned by Seller to Seller if, as and when collected by Purchaser out of pursuant to this Agreement. In the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller event any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request refunds are paid to Purchaser, shall have the right Purchaser agrees 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 other purpose related promptly remit all such sums to Seller's prior ownership of the Property. (g) The . Purchaser agrees, at no cost of or expense to Purchaser, to execute any tenant improvements paid or incurred documents reasonably requested by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all connection with such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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 delayedtax protests.

Prorations. (a) Rents and any additional operating expenses payable under the Lease shall be prorated as of 12:01 a.m. on April 1, 2000 (the "Proration Date"), with Seller being responsible for such amounts accruing prior to the Proration Date and Buyer being responsible for the amounts accruing on or after the Proration Date. Notwithstanding the foregoing, Seller shall receive a credit at the Closing in the amount of the Monthly Base Rent (as defined in the Lease), Real Property Taxes (as defined in the Lease), and operating expenses due under the Lease for each day on and after April 1, 2000 and up to the Closing Date (to the extent such amounts have previously been paid by Seller to KREG or Kilr▇▇) ▇▇d Buyer shall be responsible for paying the Monthly Base Rent, Real Property Taxes, and operating expenses due under the Lease for each day on and after April 1, 2000 and up to the Closing Date directly to KREG or Kilr▇▇ (▇▇ the extent such amounts have not previously been paid by Seller to KREG or Kilr▇▇, ▇▇cluding, without limitation, Monthly Base Rent for the month of April). The following adjustments amount of the security deposit under the MPower Sublease shall be credited to Buyer at the Closing, in addition to the Purchase Price Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. Buyer is responsible for the payment of all leasing commissions in connection with the MPower Sublease and iXL Sublease. Buyer shall reimburse Seller at Closing for certain tenant improvement costs and building system costs in connection with the tenant improvement work for MPower and iXL in the amount and as more fully set forth on SCHEDULE 2 attached hereto and made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser a part hereof. Buyer and Seller on a per diem basis as hereby agree that if any of the Closing Date: (i) all nondelinquent real estate taxes, installments of general aforesaid prorations and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall credits cannot be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business calculated accurately on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and then 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 same shall be readjusted outside calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of escrow after Closing and Seller money based on such subsequent proration(s) or Purchaser, as the case may be, credits shall promptly pay said sum to the other party. Without limiting the amount determined foregoing, Seller shall remain liable for all monetary obligations under the Lease, MPower Sublease and iXL Sublease which accrued prior to be so due upon such readjustmentthe Proration Date. (b) All Seller shall pay one-half (1/2) of the escrow fee and the costs of obtaining the CLTA portion of the Title Policy. Buyer shall pay the costs of obtaining the ALTA portion of the Title Policy, the cost of any endorsements and one-half (1/2) of the escrow fee. Any other items expenses of accrued or prepaid income and expense the escrow for the sale shall be prorated paid by Buyer and Seller in accordance with customary practice as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested determined by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 The provisions of all prorations provided for in this Agreement, Seller Section 6.4 shall be responsible for all days up to survive the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The following adjustments 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 shall 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 (a) The except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following items, as applicable, the Closing. A final reconciliation of Proration Items shall be prorated between made by Purchaser and Seller on a per diem basis as or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if anyuntil the Final Proration Date has occurred, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon event any items subject to proration hereunder are discovered prior to the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixedFinal Proration Date, the initial proration of such taxes or assessments same shall be based upon promptly prorated by the latest available informationparties in accordance with the terms of this Section 10.4. ThereafterNotwithstanding anything to the contrary provided in this Agreement including, when the actual tax rate for such current year becomes knownbut not limited to, this Section 10.4(a), Seller and Purchaser shallhereby agree to use the following, outside estimated 2016 real estate taxes and assessments for purposes of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon same 38 at Closing: (x) $1,452,200.00 for the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other Champions Village Real Property and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; Champions Village Improvements and (iiy) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person $178,200.00 for the period of time after Closing Oak Park Real Property and retained by Purchaser and only the excess, if any, shall be remitted to SellerOak Park Improvements. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to 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 shall be made between Seller and Purchaser: due at Closing: (a) The following items, as applicable, shall be prorated between Purchaser rents and Seller on a per diem basis any other amounts actually collected from tenants and other persons using or occupying the Property as of the Closing Date: ; (ib) all nondelinquent real estate taxes, installments utility charges including sewer charges (utility charges shall be prorated based on the last reading of general and special assessments, homeowner's association duesmeters prior to Closing performed at Seller’s request, if any, possible) and fire protection service charges, normally prorated operating expenses for the 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 (c) amounts owed by Seller or paid for the month of Closing under the Contracts described in Section 3.3 hereof as of the Closing Date (on the basis of the fiscal year or billing period of the person levying or charging for the same). Leasing commissions or finder’s fees (if any) shall be paid in full by Seller for each lease entered into after the Effective Date and prior to Closing. Within sixty (60) days after the Closing, due Purchaser and payable in the calendar year in which Closing occurs, Seller will make a further adjustment 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 above proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate provisions for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes rents collected or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in charges paid which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days accrued or were incurred prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closingbut not billed or paid at that date, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated including any bills that were not available as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expenseDate but relate to. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available expenses incurred 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, Date and Purchaser shall be responsible for all days including and after the Closing Datethereafter paid. Except as otherwise expressly provided stated in this Agreement, all prorations shall be final. (d) Security depositsmade on a 365-day calendar year basis, including cleaning and pet deposits, and prepaid rent and any interest thereon, based on the actual number of days in the amounts set forth in applicable month. The terms of this Section 6.3 shall survive Closing as necessary to accommodate 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 post-Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of adjustments contemplated herein. Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts endeavor to attempt cause the Title Company to collect prepare draft closing statements containing the prorations and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send adjustments described in this Section 6 and deliver the same together with invoices or bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills prorated expenses and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five reasonable backup information from Seller no later than 3:00 p.m. CST two (52) 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 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or business days prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsSeller and Purchaser agree to adjust, as applicable, shall be prorated between Purchaser and Seller of 11:59 p.m. on a per diem basis as of the day preceding the Closing Date:Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) all nondelinquent real estate taxesRents, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration;accordance with Section 10.4(b) below. (ii) current rents for Seller shall credit Purchaser at Closing with all cash Security Deposits and any prepaid rents, together with any interest to be paid to the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; andTenant thereon. (iii) all Utility charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. payable by Seller, to the extent the same is obtainableincluding, shall furnish meter readings for such utilities through the close of business without limitation, electricity, water charges and sewer charges. If there are meters on the day prior Real Property, Seller will cause readings of all said meters to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date be performed not more than thirty five (305) days prior to the Closing Date, and a per diem estimated adjustment shall be made for the proration days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Apex Agreements and Service Contracts. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of utility charges real estate taxes shall initially be based 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 prior readingrecomputation and vice versa. Upon the taking of actual meter readings first after 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. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (vii) 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 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. (viii) Any unpaid costs necessary to complete the Mt. Pyramid Project will be credited to Purchaser. If the parties cannot reasonably agree on such costs, the amount in dispute will be held in escrow by the Escrow Agent until completion of the project, at which time, any unpaid costs not occasioned by (A) change orders agreed to by Purchaser post-Closing or (B) increases to the cost of construction resulting from the actions of Purchaser, will be paid from the escrow, and any excess monies will be paid to Seller. 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 readjusted outside of escrow after paid at Closing and 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, as ) by increasing or reducing the case may be, shall promptly pay to the other the amount determined cash to be so due upon such readjustment. (b) All other items delivered by Purchaser in payment of accrued or prepaid income and expense shall be prorated the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the most recent ascertainable amounts best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of or other reliable information 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 each item utilities will be made if possible as of income and expensethe 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 shall duly cooperate will be obligated to make its own arrangements for any deposits with each other and the Title Company in making prorations, adjustments and credits pursuant to utility providers. The provisions of this Section 10 and shall, as requested by 10.4(a) will survive 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, Closing for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 twelve (612) 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 correctionmonths. (cb) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up 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 shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited agrees 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 use good faith collection procedures with respect to the period prior collection of any Delinquent Rental, but Purchaser will have no liability for the failure to the Closing shall remain the property collect any such amounts and will not be required to (i) pursue legal action to enforce collection of Seller and be paid any such amounts owed to Seller ifby any Tenant, as and when collected by Purchaser out of (ii) terminate the funds received by Purchaser from Lease with respect to any such Tenant, and no proration of or (iii) terminate any Tenant’s right to possession under such delinquent rent shall be made at ClosingLease. For a period of one hundred eighty (180) days after After the Closing, if Purchaser declines to pursue a collection action against a Tenant for Delinquent Rental, then Seller shall use reasonable efforts have the right to attempt to collect and shall remit to Seller any such delinquent rents owing to Sellerdo so; provided, however, that Seller shall not (iA) Purchaser shall be required only terminate any Lease or terminate or disturb Tenant’s right to periodically send bills possession thereunder, or (B) commence any lawsuit until the earlier of one year after the Closing Date or one month prior to the Tenant(s) owing expiration of the statute of limitations with respect to such delinquent rent claim. All sums collected by Purchaser from and shall not be required to commence any litigation or undertake any other 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 from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and for a period of time prior to Closing, all amounts collected from such person shall other specific services as described in and governed by Section 10.4(d) below) will be applied first to the amount of rents owing month in which the Closing occurs, then to current amounts owned by such person for the period of time after Closing and retained by Tenant to Purchaser and only the excess, if any, shall then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsAs between Assignee and Tenant, as applicablerevenues and expenses, utility charges for the billing period in which the Transfer Date occurs, real and personal property taxes, certain prepaid expenses and other related items of revenue or expense attributable to the Facility shall be prorated between Purchaser Tenant and Seller on a per diem basis Assignee as of the Closing Transfer Date:. In general, such prorations shall be made so that as between Assignee and Tenant, Tenant shall be reimbursed for prepaid expense items to the extent that the same are attributable to periods after the Transfer Date and Tenant shall remain responsible for the payment as and when due of unpaid expenses to the extent that the same are attributable to periods prior to the Transfer Date. The intent of this provision shall be implemented by Assignee remitting to Tenant any invoices which describe goods or services provided to the Facility before the Transfer Date and by Assignee assuming responsibility for the payment of any invoices which describe goods or services provided to the Facility on and after the Transfer Date. (ib) all nondelinquent real estate taxes, installments All such prorations shall be made on the basis of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable actual days elapsed in the calendar year in which Closing occurs, relevant accounting or revenue period and shall be based upon on the most recent information available to SellerTenant. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all Utility charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business and read on the day Transfer Date shall be estimated based on prior to the Closing. If any such meter readings are not so obtainablecharges, then Seller and shall provide meter readings be re-prorated upon receipt of statements therefor as of a date not more than the Transfer Date. (c) All amounts which are subject to proration under the terms of this Agreement and which require adjustment after the Transfer Date shall be settled within thirty (30) days prior to after the Closing DateTransfer Date or, 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In event the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, for such adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closingwithin said thirty (30) day period, then such items shall be prorated, adjusted or credited outside within ten (10) business days of escrow after Closing as soon as such receipt of information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one by either party necessary to settle the other, any amounts which may be owing as a result of any such subsequent subject to proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security depositsOn the Transfer Date, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located remove any ▇▇▇▇▇ cash (as compared to resident funds) then being maintained by Tenant 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 other purpose related to Seller's prior ownership of the PropertyFacility. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller 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 per diem "net" basis as of the Closing Date: (i) i.e. adjusted for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duestenants' liability, if any, and fire protection service charges, if any, due and payable in for such items); operating expenses which are reimbursable by 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 tenants for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day period prior to the Closing. If Closing Date less any such meter readings are not so obtainable, then Seller amount previously paid by the Tenants shall provide meter readings be credited to Seller; and other similar items shall be adjusted ratably as of a date not more than thirty (30) days prior to 11:59 p.m. on the Closing Date, and credited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon Assessments payable in installments which are due subsequent to the taking of actual meter readings first after Closing, such proration Closing Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts data. If the amount of current real estate or other reliable information for each item personal property taxes is not then ascertainable, the adjustment thereof shall be on the basis of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control 105% of the parties hereto, information necessary most recent ascertainable tax bill(s). All prorations will be ▇▇▇al except as to calculate any proration, adjustment or credit for any item required delinquent rent referred to be prorated, adjusted or credited under this Section 10 is not 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 correctionParagraph 12.2 below. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date12.2. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when All rents collected by Purchaser out shall first be applied to current rent due from the applicable tenant and then to any rent in arrears for said tenant at closing ("Delinquent Rent"). Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Delinquent Rents hereunder to Seller. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Delinquent Rents reconciliation statement and upon the verification of additional funds 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 Closingowing to Seller, Purchaser shall use reasonable efforts to attempt to collect and shall remit pay to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to said additional Delinquent Rents and the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period cost of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of performing Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposesaudit. 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 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 date Paragraph 12.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayeddeed.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (aA) The following itemsRents, as applicableincluding, shall be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxeswithout limitation, installments of general and special assessments, homeowner's association duespercentage rents, if any, and fire protection service chargesany additional charges and expenses payable by tenants under Leases, if any, all as and when actually collected; real property taxes and assessments due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid(without regard to the date levied, advance rentalsassessed or accrued and without regard to any fiscal year) (provided there shall be no proration of delinquent rents to Seller until such delinquent rents are collected); water, nonrefundable deposits sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); maintenance charges and amounts payable under reciprocal easement agreements and other chargesrecorded documents; vending machine and paper recycling income; and any other income and expenses of the operation and maintenance of the Property (including, if anywithout limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year; provided, however, that any real estate taxes payable directly by Tenants under tenants to the Leases; and (iii) all charges governing taxing authorities or reimbursable by tenants after Closing shall not be prorated. Buyer shall reimburse Seller for fuelthe tenant improvement costs, waterleasing commissions, sewer, electricity legal fees and other utility services furnished expenses, and free rent and other concessions, as provided in Section 7.2. All rents and other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant or other payor shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant or other payor is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the Property which are tenant's premises, such payment shall be so applied. If there is no such designation or if not metered so readily ascertainable, any payment received after Closing shall be deemed a payment due after the Closing until the tenant or other payor is current in its post-Closing obligations, and then such payments shall be paid to Tenants. Seller, Seller to the extent the same is obtainable, shall furnish meter readings of any rent or other sums owing to Seller for such utilities through the close of business on the day periods prior to the Closing. If Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller but shall not be required to initiate litigation or terminate any lease. Seller retains the right to collect any such meter readings are not so obtainablerents and other sums from tenants and other payors after Closing; provided, then however, that Seller shall provide meter readings as have no right to evict any tenant or to exercise any other landlord-tenant remedy other than to sue for collection. Without intending to limit the generality of a date not more than thirty (30) days prior to the Closing Date▇▇▇egoing, Buyer and Seller acknowledge and agree that certain rental payments by the proration tenants are collected monthly in arrears and, upon receipt of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first payments after Closing, such proration sums shall be readjusted outside of escrow after Closing applied toward the period to which they properly pertain, and shall be prorated between Seller or Purchaserand Buyer, as with the case may be, shall party receiving same promptly pay paying to the other party such other party's share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount determined of such expenses actually incurred by each party for such year, in order to be enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so due upon such readjustment. (b) All other items of accrued or prepaid income and expense calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). Buyer shall promptly reimburse Seller for Seller's prorated share of all expenses that are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior to the date of Closing, if required by law or contract) shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. At Closing, Seller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers (or as soon as reasonably practicable after Closing, if the procedures for such transfer reasonably require a delay in transfer until after the Closing). Between the date of Closing and until such transfer takes place, Seller agrees to hold any such non-cash security deposit for the benefit of Buyer. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges that are paid in arrears or are otherwise not yet ascertainable or payable as of the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the basis other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the "Money Rates" column or section of THE WALL STREET JOURNAL as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to the party(ies) who previously paid or were responsible for such taxes, whether it be Seller, Buyer, or tenants under the Leases, and shall be prorated appropriately. The preceding sentence shall survive Closing. (B) The cost of the most recent ascertainable amounts owner's policy of title insurance and all other title charges (including the cost of any extended coverage, endorsements and reinsurance or other reliable information for each item co-insurance charges) and the cost of income the Survey shall be paid one-half by Seller and expenseone-half by Buyer. Seller and Purchaser Buyer shall duly cooperate each pay one-half of the state deed tax in connection with each recording the deed and all recording fees. Any closing escrow fees and other and closing charges of the Title Company in making prorationsshall be split equally between Seller and Buyer. Buyer shall be solely responsible for any and all costs and expenses pertaining to its financing of the Property (although Buyer obtaining any financing is not a condition to its obligations hereunder), adjustments including, without limitation, loan title policies, lender's escrow and credits pursuant to this Section 10 closing fees and shall, as requested by the Title Company, furnish all intangibles and mortgage taxes. The parties will execute and deliver any required transfer or other similar tax declarations to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser appropriate governmental entity at Closing. (eC) If The total annual percentage rent payable under each Lease for the lease year in which the Closing occurs shall be prorated between Seller and Buyer based solely on the Closing Date any Tenant is delinquent in respective number of days of ownership of the payment Property by Seller and Buyer during such year, regardless of rent, including any additional rent billed but unpaid at what portion of sales occur during the time different parts of such year. At Closing, the delinquent parties shall estimate the total percentage rent attributable to payable under each Lease for the period applicable lease year based on the percentage rent paid under such Lease for the prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenantyear, and Seller shall receive a credit at Closing for its prorata share thereof. Once the final amount of percentage rent is determined, the parties shall reprorate, and the party owing the other shall promptly remit the amount owed no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty later than fifteen (18015) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Sellerreproration is determined. (fD) Contemporaneously with The provisions of this Section 8.5 shall survive the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. Purchaser and Seller shall apportion as of midnight of the day preceding the Closing, the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The following adjustments provisions of this Section 14 shall survive the Closing. The items to be adjusted are: 14.1.1 city, state, county, school, ad valorem taxes and other assessments for the fiscal year of sale; should such proration be inaccurate based on the 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 receive upon demand, any amount owing to such party based on such reproration; 14.1.2 all base rent, percentage rent and additional rent and similar charges to the Purchase Price extent collected by the Seller, except that percentage rents shall be made between separately apportioned for each Tenant who is obligated to pay percentage rent on the basis of the fiscal year set forth in the Tenant’s Lease. To the extent that Seller or Purchaser receives any 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 Purchaser: (a) The following items, as applicable, 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 between Purchaser and Seller on a per diem basis at the Closing effective as of the Closing Date:, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser shall prorate public utility charges as of midnight of the day preceding the Closing based on applicable utility bills. Notwithstanding anything herein to the contrary, there shall be 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 (itogether 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 pay (or, if Seller has not already paid, shall give Purchaser a credit against the Purchase Price) the amount of all nondelinquent real estate taxesallowances, concessions, inducements and/or landlord improvement work provided for in any of the Leases that were not fully paid or performed, except for the allowances identified in 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 respect to any of the Leases, whether such costs are payable before or after the Closing Date, Seller shall grant Purchaser a credit against the Purchase Price in the aggregate amount of any such unpaid commissions and Purchaser shall assume the obligation to pay to the applicable broker the amount actually received by Purchaser as credit in respect of the commission owing to such broker, except for the commissions due to MCC Realty Management, Inc. pursuant to the 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, all the unpaid installments of general any such assessment due and special assessments, homeowner's association duespayable in calendar years prior to the year in which the Closing occurs, if any, shall be paid by the Seller and fire protection service chargesall 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 Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustmentadjusted pro rata. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, Each Seller shall be prorated between 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 the actual rent receipt date). Purchaser shall promptly remit to MobileMedia Communications on behalf of Sellers, all rent and Seller on a per diem basis as of 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 nondelinquent rent under the Revenue Leases which comprises rental payments relating to any period (or portion thereof) on or after the Closing Date ("Post-Closing Period Revenue Leases Prepaid Rent"), 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 responsible for paying all rent under the Ground Leases relating to any period (or portion thereof) which ends on or prior to the date immediately preceding the Closing Date. As applicable, with respect to rent under any Ground Lease that has been paid by or for any Seller and which comprises rental payments relating to any period (or portion thereof) on or after the Closing Date ("Post-Closing Period Ground Leases Prepaid Rent"), Purchaser shall reimburse Sellers at Closing by payment of an amount equal to the amount of any Post-Closing Period Prepaid Ground Lease Rent. (c) Utility charges, personal property taxes, real estate taxes, installments of general taxes and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in similar items relating to 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 Assets shall be based upon ratably adjusted among the latest available information. Thereafter, when parties at 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 Closing (or assessments as soon as reasonably practicable thereafter to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable allocation is undetermined by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date). Subject to Section 3.01(k) regarding the allocation of Transfer Taxes And Charges, and without limiting the proration foregoing provision 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall7.07(c), as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 Sellers shall be responsible for all days up taxes relating to the Assets regarding any period (or portion thereof) which ends on or prior to the date immediately preceding the Closing Date, Date and Purchaser shall be responsible for all days including and taxes relating to the Assets regarding any period (or portion thereof) on or after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a per diem "net" basis as of the Closing Date: (i) i.e. adjusted for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duesTenants' liability, if any, and fire protection service charges, if any, due and payable in for such items); operating expenses which are reimbursable by 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 Tenants for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day period prior to the Closing. If Closing Date less any such meter readings are not so obtainable, then Seller amount previously paid by the Tenants shall provide meter readings be credited to Seller; and other similar items shall be adjusted ratably as of a date not more than thirty (30) days prior to 11:59 p.m. on the Closing Date, and credited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon Assessments payable in installments which are due subsequent to the taking of actual meter readings first after Closing, such proration day before the Closing Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of data. All prorations will be final except as to the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from Tenants any payments for utilities, taxes, common area expenses, or other reliable information for each item operating expenses in excess of income and expense. amounts incurred by Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available period 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 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 responsible 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 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 including and following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Except as otherwise expressly provided Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this AgreementAgreement shall survive the Closing and the delivery and recording of the deed. If, all prorations 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 final. (d) Security deposits, including cleaning and pet depositspaid to Purchaser, and prepaid rent Purchaser shall indemnify, defend and any interest thereon, in hold harmless the amounts set forth in Seller against the Leases (or if not set forth therein, as set forth on the Rent Roll) claims of Tenants with respect to such funds. The provisions of this paragraph shall be credited to Purchaser confirmed at and shall survive Closing. 12.3. Any percentage rent attributable to a specified period (e"Percentage Rent Period") If on ending prior to 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 shall be promptly paid over to Seller if and when collected. Seller shall be entitled to all percentage rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent Date for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or Percentage Rent Period ending prior to the Closing Date. Any provision Percentage rent payable with respect to a Percentage Rent Period a portion of this Agreement which occurs prior to the contrary notwithstanding, after Closing Date and a portion of which occurs subsequent to the Effective Date, 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 not undertake any tenant improvement work on any Unit without survive the prior written consent Closing and the delivery and recording of Purchaser, such consent not to be unreasonably withheld, conditioned or delayedthe deed.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsSeller and Purchaser agree to adjust, as applicable, shall be prorated between Purchaser and Seller of 11:59 p.m. on a per diem basis as of the day preceding the Closing Date:Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) all nondelinquent real estate taxesRentals, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration;accordance with Section 10.4(b) below. (ii) current rents for Cash Security Deposits (to the month in which extent such Security Deposits have not yet been applied toward the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants obligations of any Tenant under the Leases; and) and any prepaid rents, together with interest required to be paid to Tenants thereon. (iii) all Utility charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. payable by Seller, to the extent the same is obtainableincluding, shall furnish meter readings for such utilities through the close of business without limit.ation, electricity, water charges and sewer charges. If there are meters on the day prior Real Property, Seller will cause readings of all said meters to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date be performed not more than thirty three (303) days Business Days prior to the Closing Date, and a per diem adjustment shall be made for the proration 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 utility charges ad valorem taxes shall initially be based 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 set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior readingto the Closing Date (the "CLOSING STATEMENT"). Upon the taking of actual meter readings first after ClosingThe Closing Statement, such once agreed upon, shall be signed by Purchaser and Seller. The proration shall be readjusted outside of escrow after paid at Closing and 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, as ) by increasing or reducing the case may be, shall promptly pay to the other the amount determined cash to be so due upon such readjustment. (b) All other items delivered by Purchaser in payment of accrued or prepaid income and expense shall be prorated the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the most recent ascertainable amounts best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of or other reliable information 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 each item utilities will be made if possible as of income and expensethe 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 shall duly cooperate will be obligated to make its own arrangements for any deposits with each other and the Title Company in making prorations, adjustments and credits pursuant to utility providers. The provisions of this Section 10 and shall, as requested by 10.4(a) will survive 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, Closing for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 twelve (612) 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 correctionmonths. (cb) For purposes Purchaser will receive a credit on the Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all prorations Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under its Lease, to the extent the same exceeds any expense stop specified in this Agreementsuch Lease), Seller shall be responsible for retroactive rentals, all days up administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. With respect to Tenants still in occupancy, Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited agrees 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 use commercially reasonable efforts with respect to the period prior to collection of any Delinquent Rental, but Purchaser will have no liability for the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt failure to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent amounts and shall will not be required to commence pursue legal action to enforce collection of any litigation or undertake such amounts owed to Seller by any other Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection efforts in regard thereto; of Delinquent Rental. All sums collected by Purchaser from and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and for a period of time prior to Closing, all amounts collected from such person shall 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 amount calendar month of rents owing Closing) and then to delinquencies owed by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsAs between Assignee and Tenant, as applicablerevenues and expenses, utility charges for the billing period in which the Transfer Date occurs, real and personal property taxes, certain prepaid expenses and other related items of revenue or expense attributable to the Facility shall be prorated between Purchaser Tenant and Seller on a per diem basis Assignee as of the Closing Transfer Date:. In general, such prorations shall be made so that as between Assignee and Tenant, Tenant shall be reimbursed for prepaid expense items to the extent that the same are attributable to periods after the Transfer Date and Tenant shall remain responsible for the payment as and when due of unpaid expenses to the extent that the same are attributable to periods prior to the Transfer Date. The intent of this provision shall be implemented by Assignee remitting to Tenant any invoices which describe goods or services provided to the Facility before the Transfer Date and by Assignee assuming responsibility for the payment of any invoices which describe goods or services provided to the Facility on and after the Transfer Date. (ib) all nondelinquent real estate taxes, installments All such prorations shall be made on the basis of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable actual days elapsed in the calendar year in which Closing occurs, relevant accounting or revenue period and shall be based upon on the most recent information available to SellerTenant. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all Utility charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business and read on the day Transfer Date shall be estimated based on prior to the Closing. If any such meter readings are not so obtainablecharges, then Seller and shall provide meter readings be re-prorated upon receipt of statements therefor as of a date not more than the Transfer Date. (c) All amounts which are subject to proration under the terms of this Agreement and which require adjustment after the Transfer Date shall be settled within thirty (30) days prior to after the Closing DateTransfer Date or, 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In event the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, for such adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closingwithin said thirty (30) day period, then such items shall be prorated, adjusted or credited outside within ten (10) business days of escrow after Closing as soon as such receipt of information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one by either party necessary to settle the other, any amounts which may be owing as a result of any such subsequent subject to proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least Within five (5) days' prior written request business days after the Transfer Date, Assignee shall remit to Purchaser, shall have the right Tenant a cashiers check in an amount equal to inspect the books and records for the Property located any ▇▇▇▇▇ cash (as compared to resident funds) maintained 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 other purpose related to Seller's prior ownership Facility by Tenant as of the PropertyTransfer Date. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rentals, in accordance with Section 10.4(b) below and other income from the Property. (ii) Any prepaid rents. (iii) Taxes. (iv) All operating expenses paid by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The following adjustments 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 shall at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser:. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (ab) The following items, as applicable, shall be Purchaser will receive a credit on the Closing Statement for the prorated between Purchaser and Seller on a per diem basis amount (as of the Closing Date: (iProration Time) of all nondelinquent real estate taxesRental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, installments of general and special assessments, homeowner's association duesSeller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and fire protection service attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, retroactive rentals, all administrative charges, if anyutility charges, due and payable in the calendar year in which Closing occurstenant or real property association dues, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance storage rentals, nonrefundable deposits special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other charges, if any, sums and charges payable by Tenants the Tenant under the Leases; and (iii) all charges for fuel, water, sewer, electricity and Leases or from other utility services furnished to occupants or users of the Property which are not metered to TenantsProperty. Seller, to the extent the same Rental 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 “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the proration of utility charges shall initially be based upon such prior readingProration Time. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay Purchaser agrees to use commercially reasonable efforts with respect to the other collection of any Delinquent Rental, but Purchaser will have no liability for the amount determined failure to collect any such amounts and will not be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior pursue legal action 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 enforce collection of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid owed to Seller if, as and when by Tenant. All sums collected by Purchaser out of from and after Closing from Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(c) below) will be applied first to current amounts owed by the funds received Tenant to Purchaser and then to delinquencies owed by Purchaser from such Tenant, and Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Seller shall have no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days rights after Closing, Purchaser shall use reasonable efforts Closing to attempt to collect and shall remit any amounts due under the Lease or to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Sellerotherwise pursue Tenant. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of paragraph (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The following adjustments 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 shall 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 (a) The following itemsexcept to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as applicableof 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 prorated between made by Purchaser and Seller on or before August 31, 2016 (herein, the “Final Proration Date”); provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the 2016 tax bills for the Real Property and the Improvements. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. (b) Purchaser will receive a per diem basis credit on the Closing Statement for the prorated amount (as of the Closing Date: (iTime) of all nondelinquent real estate taxesRentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, installments of general and special assessments, homeowner's association duesSeller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and fire protection service properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance additional rentals, nonrefundable deposits percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and other charges, if any, payable by Tenants maintenance costs and expenses as provided for under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Sellerapplicable Tenant Lease, to the extent the same is obtainableexceeds any expense stop specified in such Tenant Lease), shall furnish meter readings for such utilities through the close of business on the day prior 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 Closinglandlord under the Tenant Lease or from other occupants or users of the Property, 36 excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). If any such meter readings Rentals are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days “Delinquent” if they were due prior to the Closing DateTime and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated and shall not include, and the proration but shall exclude, any amounts of utility charges shall initially be based upon such prior readingOperating Expense Recoveries paid by Purchaser to Seller pursuant to Section 10.4(d). Upon the taking For a period of actual meter readings first three (3) months after Closing, Purchaser agrees to include on any rental invoices provided by Purchaser to Tenants the amount of any Delinquent Rentals owed by such proration shall be readjusted outside of escrow after Closing and Seller Tenants if known to or by Purchaser, as but Purchaser will have no liability for the case may be, shall promptly pay failure to the other the amount determined collect any such amounts and will not be required to be so due upon such readjustment. (b) All other items of accrued conduct lock-outs or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of take any legal or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant action to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 enforce collection of any such subsequent prorationamounts owed to Seller by Tenants of the Property. Seller shall have the right to pursue Delinquent Rentals after Closing including instituting legal actions, adjustment but in no event shall Seller be permitted to institute eviction proceedings against any Tenant or credittake any action against a Tenant which would affect such Tenant’s right to occupy the premises demised under its Tenant Lease. In the event, at With respect to any time Delinquent Rentals received by Purchaser within six (6) months after ClosingClosing (the “Delinquent Rental Proration Period”), 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 pay to Seller any rent or payment actually collected during the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent Delinquent Rental Proration Period properly attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when Time. All sums collected by Purchaser out during the Delinquent Rental Proration Period, from such Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of the funds received by Purchaser from related to 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 then to attempt to collect and shall remit to Seller any such delinquent rents owing prior delinquencies owed by Tenant to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other 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 . Any sums collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall due Seller will be promptly remitted to Seller. (f) Contemporaneously with the Closing, and any sums collected by Seller shall deliver to and due Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request will be promptly remitted 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 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general credited to Purchaser at Closing); water and special assessments, homeowner's association dues, other utility charges; fuels; prepaid operating expenses; management fees if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one payable to the other, any adjustment due as a result of such re-proration; (ii) current rents existing property manager for rent received and prorated for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits of Closing; real and personal property taxes; and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, similar items 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 be adjusted ratably as of a date not more than thirty (30) days prior to 11:59 p.m. on the Closing Date, and credited to the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon Assessments payable in installments which are due subsequent to the taking of actual meter readings first after Closing, such proration Closing Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. For a period of or other reliable information 120 days following the Closing, all basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the 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 item receipt by Purchaser of income and expense. Seller and a Post-Closing Receipt, Purchaser shall duly cooperate with each other and the Title Company pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item no event shall Purchaser be required to be prorated, adjusted or credited under this Section 10 is not available prior initiate legal proceedings to Closing, then collect such items shall be prorated, adjusted or credited outside of escrow amounts. Within 120 days 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 deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in Upon the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out delivery of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after ClosingPost-Closing Receipts reconciliation, Purchaser shall use reasonable efforts to attempt to collect and shall remit deliver to Seller any such delinquent rents Post-Closing Receipts owing to Seller; provided, however, that (i) Purchaser shall be required only Seller and not previously delivered to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts Seller in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously accordance with the Closingterms hereof. Seller retains the right to conduct an audit, Seller shall deliver to Purchaser at the offices reasonable times and upon reasonable notice, of SellerPurchaser's property manager all originals (including computer discs and tapes) of books and records to verify the accuracy of accountsthe Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller in an amount greater than $5,000.00, contracts, leases, leasing correspondence, receipts for deposits, bills Purchaser shall pay to Seller said additional Post-Closing Receipts and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at cost of performing Seller's cost, may retain a copy of the foregoing items for tax reporting purposesaudit. 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 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 date Paragraph 12.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayeddeed.

Prorations. The following adjustments All income (excluding cash on hand and accounts receivable, which shall be and remain the property of Sellers), current operating expenses, association or trade group dues, accounts payable, real estate taxes, other taxes and assessments, all utilities, water and sewer charges, transferable license or permit fees, real estate and personal property ad valorem taxes (provided that, personal property ad valorem taxes shall not be prorated to the Purchase Price extent that Purchaser provides to Sellers evidence prior to the expiration of the Feasibility Period that local law where any of the Hotels are located would require Purchaser to pay such taxes that have already been paid by or on behalf of the respective Seller), phone bills, office bills, prepayments made under the Contracts and other income and expenses from or relating in each case to the Premises shall be adjusted and prorated as of the Closing, with Purchaser being entitled to all income and responsible for all expenses accruing after the Closing and Sellers being entitled to all income and responsible for all expenses accruing prior to the Closing. Sellers shall provide Purchaser with a list of all contracts subject to prorations for Purchaser's review at least two (2) weeks prior to Closing. Sellers and Purchaser agree that inventories at any of the Hotels shall not be prorated. If any items of income or expense are unascertainable on the Closing Date, a readjustment of such charges and expenses shall be made between Seller within sixty (60) days after the Closing or, in the case of property taxes for which tax bills are not yet available, promptly after such tax bills become available. The parties agree to cooperate in good faith in effecting such a final reconciliation and Purchaser: each party shall promptly pay (aor reimburse the other party for) The following items, as applicable, any expense item that is chargeable to the former party and shall be prorated between Purchaser and Seller on a per diem basis promptly remit any income item to the other party if the other is entitled thereto. Sellers shall use reasonable efforts to arrange for the rendition of final bills by the utility companies involved as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general . Sellers shall use reasonable efforts to provide Purchaser with accountings for vending machines and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated commissions as of the Closing Date, . Sellers shall credit Purchaser with the cost of repairs that have not been completed as of Closing with respect to damage caused by Hurricane ▇▇▇▇ as set forth on the basis ▇▇▇▇ Damage Schedule, as more fully set forth in Section 3.4. Guest room revenues of the most recent ascertainable amounts Premises, whether in cash or in accounts receivable, arising from occupancy for the night beginning on the day preceding the Closing Date, including any tax thereon, but exclusive of or other reliable information for each item of food, beverage, telephone and similar charges (which shall be retained by Sellers), shall be credited one-half to Purchaser and one-half to Sellers. Sellers shall collect all income and expense. Seller other sums payable by tenants or guests (or otherwise) and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 the payment of all days up expenses on account of services and supplies furnished to and for the benefit of the Premises through the Closing. Purchaser shall purchase and Sellers shall be credited for guest ledger receivables and for any and all cash that is in the cash drawer of each of the Hotels on the Closing Date. On the Closing Date, and Sellers will not remove any other house funds or ▇▇▇▇▇ cash from the Premises until Purchaser is ready to start its operations. Purchaser shall be responsible credited with all deposits from tenants or guests of the Premises (whether refundable or not) which relate to post-Closing services. Sellers shall remit to Purchaser at Closing all prepaid room charges for all days including and nights after the Closing Date. Except as otherwise expressly provided in this AgreementIn addition, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller Sellers shall deliver to Purchaser at the offices a schedule of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills unpaid accounts receivable and other papers that pertain unpaid income items as of Closing. All such accounts receivable and other income items paid to and collected by Purchaser after Closing shall be promptly remitted to the Propertyorder of Sellers. Except for sums actually received by Purchaser pursuant to the immediately preceding sentence, together with all advertising materialsPurchaser shall assume no obligation to collect or enforce the payment of any amounts that may be due to Sellers, booklets, keys and other items, if any, used in the Property's operation, provided except that SellerPurchaser shall render reasonable assistance, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request no expense to Purchaser, to Sellers after Closing in the event Sellers proceed against any third party to collect any accounts receivable or other income items due Sellers. Purchaser shall have the right to inspect pursue collection of such items after the books and records for Closing without Sellers' consent or involvement. In 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 event any adjustments pursuant to this Agreement Section 9 are, within one (l) year subsequent to Closing, found to be erroneous, then if either party hereto is entitled to additional monies and shall invoice the other party for any 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 date of this Agreement such additional amounts as may be owing, such amounts shall be paid in full promptly by Seller at or before Closingthe other party upon receipt of the invoice. Seller Such invoice shall supply to 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 Datebe accompanied by reasonable substantiating evidence. Any provision The provisions of this Agreement to Section 9 shall survive the contrary notwithstanding, after the 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 delayedClosing.

Prorations. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes and assessments; accrued but unpaid interest on the outstanding indebtedness owed to the Purchase Price Lender and other similar items shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser and Seller on a per diem basis adjusted ratably as of 12:01 a.m. on the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and . Assessments payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property installments which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior due subsequent to the Closing DateDate shall be paid by Purchaser. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves, and holdbacks held by the proration Lender under the Loan Documents, including, without limitation, any real estate tax reserves, insurance reserves, debt service reserves, and capital replacement reserves, subject to the provisions of utility charges shall initially be based upon such prior readingParagraph 12.2 below. Upon After the taking of actual meter readings first after Closing, such proration the Seller shall be readjusted outside of escrow have no right to proceed in any manner or make any claim against Tenants occupying the Property from and after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated for rents that were delinquent as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided specified in this AgreementParagraph 12.2 below, thirty (30) days after the Closing Date, Seller and Purchaser shall make a final reconciliation of all prorations shall be finalClosing prorations. (d) Security deposits12.2. All basic rent paid to Purchaser, including cleaning and pet depositsits Affiliates, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth their Representatives on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on or after the Closing Date by any Tenant of the Property who is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent indebted under a lease for basic rent attributable to the any period prior to the Closing shall remain the property Date shall, after payment therefrom to Purchaser of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser all current basic rent from such Tenant, and no proration of be deemed a "Seller Receipt" until such delinquent rent shall be made at Closingtime as all such indebtedness is paid in full. For a period of one hundred eighty Within ten (18010) days after Closingfollowing each receipt by Purchaser of a Seller Receipt, Purchaser shall pay such Seller Receipt to Seller. Purchaser shall use all commercially reasonable efforts to attempt to collect and shall remit to any amounts which, upon collection, would constitute Seller any such delinquent rents owing to Seller; providedReceipts hereunder. Within 120 days after the Closing Date, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at Seller a reconciliation statement of Seller Receipts through the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 first 90 days after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision Upon the delivery of this Agreement the Seller Receipts reconciliation, Purchaser shall deliver to Seller any Seller Receipts owing to Seller and not previously delivered to Seller in accordance with the contrary notwithstandingterms hereof. Seller retains the right to conduct an audit, after the Effective Dateat reasonable times and upon reasonable notice, Seller shall not undertake any tenant improvement work on any Unit without the prior written consent of Purchaser's books and records to verify the accuracy of the Seller Receipts reconciliation statement and upon the verification of additional funds owing to Seller, such consent not Purchaser shall pay to be unreasonably withheld, conditioned or delayedSeller said additional Seller Receipts and the cost of performing Seller's audit. This Paragraph 12.2 shall survive the Closing.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, items shall be prorated between Seller and Purchaser as of midnight of the day immediately preceding the Closing Date (as defined below) (with Purchaser being charged or credited for the Closing Date, as applicable): (i) Seller shall be responsible for the payment of all general real estate, personal property and Seller on a per diem basis ad valorem taxes due and payable prior to Closing. general real estate, personal property and ad valorem taxes shall be prorated as of the Closing Date: (i) Date on an accrual basis such that Seller shall pay for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, such taxes that become due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and shall provide a credit to Purchaser (based on One Hundred Five percent (105%) of the proration total of utility charges the taxes calculated using the most recent available assessed value, tax rate and equalization factor) for all such taxes that are attributable to the period prior to the Closing Date but which are not yet due or payable, and Purchaser shall initially be based upon pay all such prior readingtaxes that become due and payable from and after the Closing Date. Upon the taking of actual meter readings first after Closing, such proration Tax prorations shall be readjusted outside final as of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustmentClosing. (bii) All charges for gas, electricity, sewer, trash, telephone, water and other utilities serving the Property shall be read and terminated as of midnight of the day prior to Closing whereupon Seller shall be responsible for and shall pay for all such charges first accruing or relating to the period prior to the Closing Date. (iii) Both paid and unpaid charges under the Surviving Service Contracts (if any), including any one-time or bonus payments under any cable or telecommunications contracts. (iv) Unless expressly provided otherwise herein, such other items that are customary prorated in a purchase and sale of accrued the type contemplated hereunder shall be prorated as of midnight of the day immediately preceding the Closing. (v) All amounts payable, owing or prepaid income and expense incurred in connection with the Property shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information . All sums due for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 accounts payable which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent are attributable to the period prior to the Closing shall remain the property of Seller and Date will be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's costor if Seller has not received the bill or invoice therefor, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10or has received but not paid such bill or invoice, 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 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement , at Purchaser’s election, Purchaser will either (i) furnish to the contrary notwithstanding, Seller such bills or invoices received after the Effective Date, Closing Date for payment by Seller (and Seller shall pay all other such bills or invoices received but not undertake any tenant improvement work paid prior to Closing) and Purchaser will have no further obligation with respect thereto, or (ii) pay such bill or invoice on any Unit without the prior written consent behalf of PurchaserSeller and be entitled to reimbursement thereof by Seller on demand. (vi) All prorations shall be final, such consent not to be unreasonably withheld, conditioned or delayedexcept as otherwise expressly provided in this Section 10(a) above.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsSeller and Purchaser agree to adjust, as applicable, shall be prorated between Purchaser and Seller of 11:59 p.m. on a per diem basis as of the day preceding the Closing Date:Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) all nondelinquent real estate taxesRentals, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration;accordance with Subsection 10.4(b) below. (ii) current rents for the month in which the Closing occurs as actually paidSecurity Deposits and any prepaid rents, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; andtogether with interest required to be paid thereon. (iii) all Utility charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. payable by Seller, to the extent the same is obtainableincluding, shall furnish meter readings for such utilities through the close of business without limitation, electricity, water charges and sewer charges. If there are meters on the day prior Real Property, Seller will cause readings of all said meters to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date be performed not more than thirty five (305) days prior to the Closing Date, and a per diem adjustment shall be made for the proration days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of utility charges real estate taxes shall initially be based upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (vi) The value of fuel stored at the Real Property, at Seller's most recent cost, including taxes, on the basis of a reading made within five (5) days prior readingto the Closing by Seller's supplier. Upon No adjustments shall be made on account of the taking Ground Lease. Seller will be charged and credited for the amounts of actual meter readings first 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 Closingthe 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, such once agreed upon, shall be signed by Purchaser and Seller. The proration shall be readjusted outside of escrow after paid at Closing and 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, as ) by increasing or reducing the case may be, shall promptly pay to the other the amount determined cash to be so due upon such readjustment. (b) All other items delivered by Purchaser in payment of accrued or prepaid income and expense shall be prorated the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the most recent ascertainable amounts best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of or other reliable information 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 each item utilities will be made if possible as of income and expensethe 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 shall duly cooperate will be obligated to make its own arrangements for any deposits with each other and the Title Company in making prorations, adjustments and credits pursuant to utility providers. The provisions of this Section 10 and shall, as requested by 10.4(a) will survive 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, Closing for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 eighteen (618) 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 correctionmonths. (cb) For purposes Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all prorations Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's 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 this Agreementsuch Lease), Seller shall be responsible for retroactive rentals, all days up administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited agrees 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 use good faith collection procedures with respect to the period prior to collection of any Delinquent Rental, but Purchaser will have no liability for the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt failure to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent amounts and shall will not be required to commence pursue legal action to enforce collection of any litigation or undertake such amounts owed to Seller by any other collection efforts in regard thereto; Tenant. All sums collected by Purchaser from and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and for a period other specific services as described in and governed by Section 10.4(d) below and excluding payments on account of time prior to Closing1999 reconciliations of operating expenses, all amounts collected from such person shall utilities and real estate tax payments or payments in lieu thereof) will be applied first to the amount of rents owing current amounts owed by such person for the period of time after Closing and retained by Tenant to Purchaser and only the excess, if any, shall then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. (a) Seller and Purchaser agree to adjust, as of the Closing Date, the following (collectively, the "PRORATION Items"): real estate taxes and assessments only. Seller will be charged or credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Date, and Purchaser will be charged or credited for all of the Proration Items relating to the period after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller using its reasonable business judgment and submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) (the "CLOSING STATEMENT"). The following adjustments Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made between Seller and Purchaser in respect of Rentals, operating costs, Billable Operating Costs or insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. All adjustments other than the specified Proration Items shall be made by Seller, as landlord, and Tenant, as tenant, which adjustments shall be made in accordance with the Lease as if the Closing Date and Lease Surrender were the expiration date of the Lease. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills, otherwise, such prorations shall be made between Seller and Purchaser:Tenant, as aforesaid, for the period up to and including the Closing Date, and between Tenant and Purchaser for the period after the Closing Date. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Purchaser will use reasonable efforts to give Seller ten (10) business days notice of the Closing Date to allow Seller adequate time to arrange for final readings and calculation of all prorations. The provisions of this Section 10.4 will survive the Closing for nine (9) months. (ab) The following itemsPurchaser will cause to be paid or turned over to Seller, as applicablein the form received by Purchaser, shall all Rentals, if any, received by Purchaser after Closing and attributable to the Tenant Lease for any period prior to the Closing Date. Purchaser will have no liability for the failure to collect any such amounts and will not be prorated between Purchaser required to take any other legal action to enforce collection of any such amounts owed to Seller by the Tenant of the Property. After the Closing Date, Seller may collect Delinquent Rentals and ▇▇▇▇▇▇▇▇ described in Section 10.4(d) below from Tenant and take other legal non-possessory action to enforce collection of any such amounts, provided, however, in no event will Seller on have the right to threaten termination of the Tenant Lease or institute any eviction or ejectment proceedings. (c) Seller, using its reasonable business judgment, will prepare, at least seven (7) days prior to the Closing Date, a per diem basis reconciliation as of the Closing Date: Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for Tenant's use of water & sewer, operating costs and tax escalations (collectively, "BILLABLE OPERATING COSTS") comparing actual electricity and operating costs escalations for the year-to-date until the Closing Date with Seller's actual collections of Billable Operating Costs that have actually been charged to Tenant for the calendar year in which Closing occurs and submit such reconciliation to Tenant for its approval. All adjustments of Billable Operating Costs shall be conducted by Seller and Tenant. In no event will Purchaser be responsible for any adjustment on account of Billable Operating Costs. If more amounts have been expended for Billable Operating Costs than have been billed to and collected from Tenant for Billable Operating Costs, Seller will seek to collect such difference from Tenant at Closing. If more amounts have been collected from Tenant for Billable Operating Costs than have been expended for Billable Operating Costs, Seller will remit to Tenant at Closing such excess collected amount. Purchaser and Seller agree that such proration of Billable Operating Costs at the Closing will fully relieve Purchaser from any responsibility to Tenant or Seller for such matters. In this regard, Seller will be solely responsible for (i) all nondelinquent real estate taxes, installments seeking collection from Tenant of general and special assessments, homeowner's association dues, if anythe amount of any Billable Operating Costs not previously collected, and fire protection service charges(ii) where appropriate, if any, due and payable reimbursing Tenant for amounts attributable to Billable Operating Costs as may be necessary based on annual reconciliations for Billable Operating Costs for all calendar years including the calendar year in which Closing occurs. (The provisions of this subsection do not apply to Billable Operating Costs for the calendar year preceding the calendar year in which Closing occurs, based upon the most recent information available same being governed by Section 10.4(b) above.) (d) With respect to Seller. If Closing shall occur before specific tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the tax rate request of Tenant, other specific services, and specific ▇▇▇▇▇▇▇▇ for Billable Operating Costs or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller other additional rents and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments amounts due which relate to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable foregoing specific services rendered by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and Seller may seek to collect same from Tenant in accordance with 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller Lease and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closinghave no responsibility therefor. (e) If on the Closing Date any Tenant is delinquent Nothing contained in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall obligate or be paid in full by deemed to obligate Purchaser to pay or reimburse Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such any Commissions, tenant improvement work costs or other expenditures with respect to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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 delayedexisting Tenant Lease.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following itemsRents, as applicableincluding, shall be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxeswithout limitation, installments of general and special assessments, homeowner's association duespercentage rents, if any, and fire protection any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service chargescontracts; 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, if anywithout limitation, due those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and payable with respect to which Seller shall receive a credit at Closing in the calendar year amount of the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in which Closing occursSection 7.2 above, based upon shall all be prorated as of 12:01 a.m. on the most recent information available to Sellerdate the Deed is recorded, on the basis of a 365-day year. If Any sums collected by Buyer from tenants after the Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, promptly paid to Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments 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 actual rate thereof was different than nature of an unlawful detainer, eviction or other proceeding which would have the rate used for prorations made effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other 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 aforesaid prorations and credits cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the leases and other sources of income and expenses, and shall pay, one deliver such computation to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day Title Company prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All Seller shall pay one-half (1/2) of the 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 items expenses of accrued or prepaid income and expense the escrow for the sale shall be prorated paid by Buyer and Seller in accordance with customary practice as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested determined 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 eventaddition, Seller shall be liable for any reason beyond the reasonable control prepayment fee or other charge payable in connection with any payoff of the parties hereto, information necessary to calculate any proration, adjustment deeds of trusts or credit for any item required to be prorated, adjusted or credited under this Section 10 is not 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 correctionmortgages entered into by Seller. (c) For purposes The provisions of all prorations provided for in this Agreement, Seller Section 8.5 shall be responsible for all days up to survive the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller credited to Purchaser at Closing); water and other utility charges; prepaid operating expenses; real and personal property taxes prorated on a per diem "net" basis as of the Closing Date: (i) i.e. adjusted for all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duestenants' liability, if any, for such items); ; and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments other similar items shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings adjusted ratably as of a date not more than thirty (30) days prior to 11:59 p.m. on the Closing Date, and credited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon Assessments payable in installments which are due subsequent to the taking of actual meter readings first after Closing, such proration Closing Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts data. 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 tenant of or other reliable information 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 item receipt by Purchaser of income and expense. Seller and a Post-Closing Receipt, Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant pay such Post-Closing Receipt 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 creditsSeller. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 payuse its best efforts (excluding litigation) to collect all amounts which, one to the otherupon collection, any amounts which may be owing as a result of any such subsequent proration, adjustment or creditwould constitute Post-Closing Receipts hereunder. In the event, at any time within six (6) months Within 120 days 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 deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in Upon the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out delivery of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after ClosingPost-Closing Receipts reconciliation, Purchaser shall use reasonable efforts to attempt to collect and shall remit deliver to Seller any such delinquent rents Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting pay to Seller the proper amounts according to this Agreement and for any 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 date said additional Post-Closing Receipts. Paragraph 13.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayeddeed.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, items shall be prorated between Seller and Purchaser and Seller on a per diem basis as of 11:59 p.m. on the date immediately preceding the Closing Date; prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) all nondelinquent real estate taxescity, installments of general and special assessments, homeowner's association dues, if anystate, and fire protection service charges, if any, due and payable in county ad valorem taxes for the calendar year in which the Closing occurs, occurs based upon on the most recent information available to Seller. If Closing shall occur before the ad valorem tax rate or assessment bills for the current year is fixedPurchased Property, the initial proration of such taxes or assessments shall be based upon the latest if then available information. Thereafter, when the actual tax rate for such current year, or if not, then on the basis of the ad valorem tax b▇▇▇ for the Purchased Property for the immediately preceding year. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year becomes known, Seller and Purchaser shall, outside should such proration prove to be inaccurate on receipt of escrow and after the ad valorem tax b▇▇▇ for the Purchased Property for the year of Closing, re-prorate then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-prorationmalapportionment); (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits sanitary sewer taxes and other utility charges, if any; provided, payable by Tenants 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 (iiiiv) all charges for fuel, water, sewer, electricity resident rents and other utility services furnished to the Property which are not metered to Tenantsrevenues (including Prepaids and Deposits, if any). 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 Purchaser and Seller shall provide meter readings as of prepare a date proposed schedule (the “Proration Schedule”) not more later than thirty two (302) business days prior to the Closing 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 including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall be readjusted outside of escrow after Closing include all applicable income and Seller or Purchaser, as the case may be, shall promptly pay expenses with regard to the other Purchased Property. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the amount determined Proration Schedule at least two (2) business days prior to be so due upon such readjustmentClosing. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 receive all days up to income from the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent Purchased Property attributable to the period prior to the Proration Date (as defined below) and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of the Purchased Property attributable to the period prior to 11:59 P.M. on the date immediately preceding the Closing Date (the “Proration Date”). In the event Purchaser receives any payment from a resident for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, Purchaser shall remain 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 property 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 to Seller if, at Closing as and when collected by Purchaser out can best be determined. A post-Closing reconciliation of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent prorated items shall be made at Closing. For a period of one hundred eighty by the parties within ninety (18090) days after Closingthe 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 use reasonable efforts have the right to attempt to collect and shall remit to Seller audit the records of the other in connection with any such delinquent rents owing post-Closing reconciliation. Any payments made pursuant to Seller; provided, however, that this Section 3.4 shall be treated as a purchase price adjustment for income tax purposes. (ie) Purchaser shall be required only to periodically send bills to receive a credit towards the Tenant(s) owing such delinquent rent Purchase Price for the Accrued Employee Vacation and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained obligations as otherwise expressly agreed by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller This Section 3.4 shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After survive the Closing and solely for the purposes a period of Section 10, Seller, upon at least five one (51) 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 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to year following the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller credited to Purchaser at Closing); interest on a per diem basis as of and any fees including, without limitation, credit enhancement, issuer or trustee fees respecting the Closing Date: (i) all nondelinquent real estate taxes, installments of general Bonds; water and special assessments, homeowner's association dues, if any, and fire protection service other utility charges, if any, due ; fuels; prepaid reasonable 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 customary operating expenses; real and personal property taxes; and other similar items shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside adjusted ratably as of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business 11:59 p.m. on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and credited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon To the taking of actual meter readings first after 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, such proration the proceeds in said escrows shall be readjusted outside of escrow after Closing assigned to Purchaser and the amounts thereof shall be a credit to Seller or Purchaser, as at the case may be, shall promptly pay Closing. Assessments payable in installments which are due subsequent to the other Closing Date shall be paid by Purchaser. If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested renovation not covered by the Title Companypreceding sentence, furnish to Purchaser and Seller will agree on the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control amount of the parties hereto, information necessary credit to calculate any proration, adjustment or Purchaser. If Seller receives a credit for any item required to be prorated, adjusted or credited under this Section 10 is not 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 Agreementutility 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 responsible for applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt", but only to the extent such pre-closing indebtedness has not been paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days up to after the Closing Date, and Purchaser shall be responsible for all deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in Upon the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out delivery of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after ClosingPost-Closing Receipts reconciliation, Purchaser shall use reasonable efforts to attempt to collect and shall remit deliver to Seller any such delinquent rents Post-Closing Receipts owing to Seller; provided, however, that (i) Purchaser shall be required only Seller and not previously delivered to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts Seller in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously accordance with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposesterms hereof. 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 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 date Paragraph 12.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayedDeed.

Prorations. The following adjustments to the Purchase Price shall be made between Seller 6.7.1. Real property taxes, personal property taxes, assessments, rents, and Purchaser: (a) The following items, as applicable, CAM expenses shall be prorated through Escrow between Purchaser Buyer and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments Close of general Escrow. All security deposits shall be paid over to Buyer. Rents and special assessments, homeowner's association dues, if any, 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 fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available are collected by Buyer or Seller shall be retained by or paid to Seller. If Closing Seller shall occur before have the tax rate 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 for the current year is fixed, the initial proration of such taxes or assessments prorations shall be based upon on the latest available informationtax ▇▇▇▇. Thereafter, when If after the actual Close of Escrow either party receives any further or supplemental tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate ▇▇▇▇ relating to any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day period prior to the Closing. If any Close of Escrow, the recipient shall promptly deliver a copy of such meter readings are tax ▇▇▇▇ to the other party, and not so obtainable, then Seller shall provide meter readings as of a date not more later than thirty ten (3010) days prior to the Closing Date, and the proration of utility charges shall initially be based upon delinquency date shown on such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing tax ▇▇▇▇ Buyer and Seller or Purchaser, as the case may be, shall promptly pay deliver to the other the amount determined to be so due upon taxing authority their respective shares of such readjustment. (b) All other items of accrued or prepaid income and expense shall be tax ▇▇▇▇, prorated as of the Closing Date, Close of Escrow. All prorations shall be based on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expensea 365-day year. 6.7.2. Seller and Purchaser shall duly cooperate All leasing commissions owing 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 respect to the Title Company such information as is in primary terms of Leases related to the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available Real Property and entered into prior to Closingexecution of this Agreement, then and all costs for tenant improvements with respect to such items leases, shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is availablepaid by Seller, and Seller shall indemnify and Purchaser shall duly cooperate with each other in regard thereto hold Buyer harmless for Lease commission claims brought against the Real Property arising therefrom. All leasing commissions 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 tenant improvement costs for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the new Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by prorated between Buyer and Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work as their respective periods of ownership bear to the extent performed on or prior primary term of the new Lease, subject, in all events, to the Closing Date. Any provision prior approval by Buyer of this Agreement such new Leases as herein provided pursuant to the contrary notwithstanding, after the 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.Paragraph 7

Prorations. 5.4.1 The following adjustments to the Purchase Price shall be made prorated between Seller and Purchaser:Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period): (a) The following itemsAll real estate taxes, as applicablewater 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 between (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 entered into pursuant to Section 7.2.3, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on a per diem basis the Closing Date. Seller shall deliver to Purchaser at Closing any security deposits which are held in the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date: . Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (ibut Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents within one hundred twenty (120) all nondelinquent real estate taxesdays after the Closing Date, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments payments shall be based upon applied first toward the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs occurs, second to the rents for the month preceding the month in which the Closing occurs, third to any delinquent rents owed to Seller, with Seller's share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser and fourth to the rents that shall then be due and payable to Purchaser, Purchaser may not waive any delinquent rents nor modify a Lease so as actually paidto 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, advance rentalswhich consent may be given or withheld in Seller's sole and absolute discretion. After such one hundred and twenty (120) day period, nonrefundable deposits Seller shall not be entitled to any further rents collected by Purchaser. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant's right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other 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 operating expenses. (d) Intentionally deleted. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other 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 Tenants under Seller relating to operations of the Leases; andProperty, including, without limitation, business and occupancy taxes and sales taxes, if any. (iiil) all charges for fuel, water, sewer, electricity Such other items as are customarily apportioned between sellers and other utility services furnished purchasers of real properties of a type similar to the Property which are not metered and located in the State of California subject 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 Section 7.2.3(a) hereof. (a) Seller shall provide meter readings be given a credit for any payments Seller shall have made as of a date not more than thirty (30) days prior to the Closing Date, in good faith and in the proration ordinary course of utility charges business, in respect of the capital expenditures described on Exhibit H attached hereto and made a part hereof. Purchaser shall initially assume all liability for such capital expenditures as of the Closing. (b) If any of the items described in Section 5.4.1 hereof cannot be based upon such prior reading. Upon apportioned at the taking Closing because of actual meter readings first after Closingthe unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such proration items shall be readjusted outside of escrow after Closing and Seller apportioned or Purchaserreapportioned, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of soon as practicable after the Closing Date, on Date or the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shalldate such error is discovered, as requested by applicable; provided that, with the Title Company, furnish to the Title Company such information as is in the possession exception of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be proratedapportioned pursuant to Section 5.4.1(a), adjusted (b) or credited under this Section 10 is not available prior (g), neither party shall have the right to Closing, then such items shall be prorated, adjusted request apportionment 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 reapportionment of any such subsequent proration, adjustment or credit. In the event, item at any time within six following the one hundred eightieth (6180th) 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 day after the Closing Date. Except as otherwise expressly provided If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in this Agreementwhich the Closing occurs, all prorations the apportionment of taxes at the Closing shall be finalupon 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. (d) Security deposits, including cleaning 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and pet deposits, 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 prepaid rent and any interest thereon, in the amounts conditions set forth in Section 7.2.3(a) of this Agreement. 5.4.4 The provisions of this Section 5.4 shall survive the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available credited to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after at Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases); and (iii) all charges for fuel, water, sewer, electricity water and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business charges; accrued but unpaid interest on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller Notes; fuels; prepaid operating expenses; real and personal property taxes; and other similar items shall provide meter readings be adjusted ratably as of a date not more than thirty (30) days prior to 11:59 p.m. on the Closing Date, and credited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon Assessments payable in installments which are due subsequent to the taking of actual meter readings first after Closing, such proration Closing Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expensedata. Seller and In addition, Purchaser shall duly cooperate with each other give Seller a credit at Closing for all escrows, reserves and the Title Company in making prorationsholdbacks, adjustments and credits pursuant to this Section 10 and shall, as requested held by the Title Company, furnish Lender under the Loan Documents. 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 Title Company such information as Closing Date by any tenant of the Property who is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, indebted under a lease for rent for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available period prior to Closing, then such items and including the Closing Date after the payment to Purchaser of all current rent shall be prorateddeemed 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, 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 pay such Post-Closing Receipt to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or creditSeller. 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 payuse its best efforts to collect all amounts which, one to the otherupon collection, 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 would constitute Post-Closing Receipts hereunder. Within 120 days up to after the Closing Date, and Purchaser shall be responsible for all deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in Upon the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out delivery of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after ClosingPost-Closing Receipts reconciliation, Purchaser shall use reasonable efforts to attempt to collect and shall remit deliver to Seller any such delinquent rents Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller; provided, however, that (i) Purchaser shall be required only pay to periodically send bills to Seller said additional Post-Closing Receipts and the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period cost of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of performing Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposesaudit. 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 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 date Paragraph 12.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayeddeed.

Prorations. The following adjustments to the Purchase Price shall be made between Seller 6.7.1. Real property taxes, personal property taxes, assessments, rents, and Purchaser: (a) The following items, as applicable, CAM expenses shall be prorated through Escrow between Purchaser Buyer and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments Close of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to SellerEscrow. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments All security deposits shall be based upon the latest available informationpaid over to Buyer. Thereafter, when the actual tax rate for such current year becomes known, Seller Rents and Purchaser shall, outside CAM expenses shall be approved by Buyer prior to Close of escrow and after Closing, re-prorate any such taxes or assessments Escrow. Any delinquent rents attributable to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day periods prior to the Closing. If any such meter readings Close of Escrow and which are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller collected by Buyer or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (retained by or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser any amounts collected by Buyer or Seller shall be required only first applied to periodically send bills any rents then due to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excessBuyer and, if anycollected by Seller, shall be remitted to Seller. (f) Contemporaneously with the Closing, Buyer for such purpose. Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect pursue any Tenant for delinquent rent, but shall not (a) cause Tenant to be delinquent for their current rent or become financially unstable or (b) have the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager right to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior ownership seek eviction of the PropertyTenant 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 copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. All prorations shall be based on a 360- day year. (g) The cost of any 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 or incurred by Seller, and Seller shall indemnify and hold Buyer harmless for lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases approved by Purchaser and executed after the date of this Agreement shall be paid prorated between Buyer and Seller as their respective periods of ownership bears to the primary term of the new Lease subject, in full all events, to the prior approval of said Leases as herein provided by Seller at or before ClosingBuyer pursuant to Paragraph 7.3. 6.7.3. Seller shall supply agrees to Purchaser indemnify and Title Company paid invoices hold Buyer harmless from any and final lien waivers for all such tenant improvement work to liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorney fees (except those items which under the extent performed on or prior to the Closing Date. Any provision 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 in any way related to the contrary notwithstandingProperty. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, after 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 Effective Date, Seller shall not undertake Close of Escrow and which are in any tenant improvement work on any Unit without way related to the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayedProperty.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall all be prorated between Purchaser and Seller on a per diem basis as of 12:01 a.m. on the Closing Date: date of Closing, on the basis of a 365-day year: (i) rents, and all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association duesother income from the Property, if any, including, without limitation, any additional charges and fire protection service chargesexpenses payable under the Leases, if any, due all as and payable in when actually collected (whether such collection occurs prior to, on, or after the calendar Closing Date); (ii) real property taxes and assessments for the year in which the 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(iii) water, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereaftersewer and utility charges, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate (iv) amounts payable under any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made service contracts Buyer assumes at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paidand prior months, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iiiv) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, annual permits (to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior are assigned to the Buyer at Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty ) and/or inspection fees (30) days prior to the Closing 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, calculated on the basis of the most recent ascertainable amounts of or period covered), and (vi) any other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish expenses relating to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control operation and maintenance of the parties heretoProperty. Buyer shall include all rent arrearages, information necessary if any, on Buyer's monthly invoices or ▇▇▇▇▇▇▇▇ to calculate any proration, adjustment or credit for any item required tenants and promptly deliver to be prorated, adjusted or credited under this Section 10 is not 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 rent arrearages that relate to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period periods prior to the Closing shall remain the property of Seller and be paid to Seller if, as if and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to SellerBuyer; provided, however, that (i) Purchaser shall be required only to periodically send bills to rents received from delinquent tenants after the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent Closing Date that are designated for any period of time periods after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the against tenant's current rent due and then against any delinquent rents. The amount of rents owing any security or other deposits required to be returned to tenant's under the Leases by such person for the period of time after Closing and retained by Purchaser and only the excessSeller, if any, shall be remitted to Seller. (f) Contemporaneously with credited against the Closingcash portion of the Purchase Price; accordingly, Seller shall deliver to Purchaser at retain the offices of Seller's property manager deposits and Buyer shall be responsible for handling such deposits in accordance with the Leases and applicable law. Seller shall retain all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for utility deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided . Seller and Buyer hereby agree that Seller, at Seller's cost, may retain a copy if any of the foregoing items for tax reporting purposes. After aforesaid prorations cannot be calculated accurately on the Closing Date, then the same shall be calculated within thirty (30) days after the Closing Date, or as soon as sufficient information is available to permit the parties to accurately calculate such proration(s), and solely for either party owing the purposes other party a sum of money based on such subsequent proration(s) shall pay said sum to the other party within ten (10) days after such calculation is made; provided, however, that the tax proration referenced in Section 10, Seller, upon at least five (5ii) days' prior written request to Purchaser, herein shall have the right to inspect the books and records for the Property located at the office be final as 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 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser be responsible for payment in full of all real estate taxes and Title Company paid invoices and final lien waivers assessments for all such tenant improvement work to the extent performed on or years prior to the Closing DateClosing. (b) Seller shall pay the premium for the Title Policy except for that portion to delete the so-called "survey exception." Buyer shall pay all expenses associated with the performance of Buyer's due diligence pursuant to Section 2.1 above. Escrow fees and recording charges and any other expenses of the escrow for the sale shall be split equally between Buyer and Seller. Buyer shall pay the costs of the execution and filing of the Deed. All costs and charges described in this paragraph shall be paid at Closing. Any provision bills received after the Closing and not previously prorated in escrow shall be divided as provided herein, and shall be paid promptly upon receipt of this Agreement a ▇▇▇▇ therefor, and any and all other costs and expenses relating to the contrary notwithstanding, after purchase and sale transaction contemplated hereby shall be paid by the 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 delayedparty incurring same.

Prorations. The following adjustments 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between assumed by Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available credited to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after at Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases); and (iii) all charges for fuel, water, sewer, electricity water and other utility services furnished to the Property which are not metered to Tenants. Sellercharges; fuels; prepaid operating expenses, to the extent the same is obtainablesuch as trash removal, heating, ventilation and air conditioning service and maintenance contracts; real and personal property taxes; and other similar items 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 be adjusted ratably as of a date not more than thirty (30) days prior to 11:59 p.m. on the Closing Date, and credited or debited against the proration balance of utility charges shall initially be based upon such prior readingthe cash due at Closing. Upon Assessments payable in installments which are due subsequent to the taking of actual meter readings first after Closing, such proration Closing Date shall be readjusted outside of escrow after Closing and Seller or paid by Purchaser, as the case may be, shall promptly pay to the other . If the amount determined of any of the items to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense prorated is not then ascertainable, the adjustments thereof shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts data, other than real estate taxes, which shall be prorated on the basis of or other reliable information for each item 105% of income and expensethe aggregate 1995 real estate taxes. Seller and Additionally, Purchaser shall duly cooperate with each other and the Title Company receive a credit of $35,000.00 as "rent concessions" at Closing. All prorations will be final except as to delinquent rent referred to in making prorations, adjustments and credits pursuant to this Section 10 and shallParagraph 12.2 below. 12.2. If, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 any rent is in arrears for the period prior to the calendar month when the Closing occurs, then the first rent collected by Purchaser shall be responsible applied to current rents and then towards subsequent delinquent rent. If on the Closing Date rent is in arrears only for all the calendar month when the Closing occurs, then the first rent collected by Purchaser shall be apportioned between Seller and Purchaser. Any amounts due to Seller shall be paid by Purchaser to Seller within 10 days including and of receipt of such amounts. Any amounts collected by Purchaser pursuant to this Paragraph are hereinafter collectively referred to as the "Post Closing Receipts". Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. 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 Upon the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out delivery of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after ClosingPost-Closing Receipts reconciliation, Purchaser shall use reasonable efforts to attempt to collect and shall remit deliver to Seller any such delinquent rents Post-Closing Receipts owing to Seller; provided, however, that (i) Purchaser shall be required only Seller and not previously delivered to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts Seller in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously accordance with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposesterms hereof. 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 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 date Paragraph 12.2 of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to survive the Closing Date. Any provision and the delivery and recording of this Agreement to the contrary notwithstanding, after the 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 delayeddeed.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as As applicable, shall be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent general real estate taxes, installments of general and special assessments, homeowner's association dues, if anycondominium association dues, condominium fees, utility payments and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments other items that are customarily prorated shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments prorated with respect to the extent that the actual rate thereof was different than the rate used for prorations made Properties at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings In the event that final bills (including but not limited to real estate tax bills) are not so obtainableavailable or cannot be issued prior to Closing for any item being prorated then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, then Seller final adjustment to be made as soon as reasonably possible after the Closing, but in no event later than three hundred sixty-five (365) days after Closing. Payments in connection with final adjustment shall provide meter readings as of a date not more than be due within thirty (30) days prior to the Closing 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustmentwritten notice. (b) All other items prorations are final unless otherwise indicated in this Agreement. (c) If the amount of accrued or prepaid income the current real estate taxes and expense assessments for the Properties is not ascertainable at the time of closing, said taxes and assessments shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income real estate taxes and expense. Seller and Purchaser shall duly cooperate with each other assessments, and the Title Company in making prorationsparties shall reprorate the taxes and assessments when the actual bills therefor shall be issued; provided, adjustments however, that if any Property is not assessed as a separate parcel for tax purposes, then (a) taxes and credits pursuant assessments attributable to this Section 10 and shall, as requested by the Title Company, furnish Property shall be based upon an amount equal to the Title Company most recent ascertainable taxes and assessments for the tax parcel of which such information as Property is a part multiplied by a fraction the denominator of which shall be the total number of square feet in the possession tax parcel of or obtainable by them to assist in making which such prorations, adjustments or credits. In Exercised Lot is a part and the event, for any reason beyond the reasonable control numerator of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items which shall be prorated, adjusted or credited outside the number of escrow after Closing as soon as square feet in such information is availableProperty, and Seller (b) said taxes 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 assessments shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct reprorated when the actual separate bills for 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 Property shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be finalissued. (d) Security depositsIf, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller ifProperty is not being treated as a separate tax parcel, as and when collected by Purchaser out of the funds received by Purchaser from such Tenantthen, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) within thirty days after Closing, Purchaser the parties shall use reasonable efforts file the necessary petitions and applications to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to have the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from Property assessed as a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Sellerseparate tax parcel. (fe) Contemporaneously with The obligations set forth in this subparagraph (E) shall survive the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following Seller and Purchaser agree to prepare a proration schedule of adjustments five (5) business days prior to Closing. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Purchase Price Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs. All such prorations shall be made between Seller at Closing on the basis of the actual number of days of the year and Purchaser: (a) The following items, as applicable, month that shall be prorated between Purchaser and Seller on a per diem basis have elapsed as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If post-Closing shall occur before the tax rate or assessment for the current year is fixedadjustments are required under this Article 7, the initial proration amount of such taxes or assessments prorations shall be based upon the latest available informationadjusted in cash after Closing, as and when complete and accurate information becomes available. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow 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, re-prorate any such Closing with respect to taxes or and assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more 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 income and expense for the period prior to the Closing Date, Date will be for the account of Seller 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of for the Closing Date, period on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this AgreementDate will be for the account of Purchaser, all prorations shall be final. (d) Security depositsas determined by the accrual method of accounting, including cleaning and pet depositssubject to the provisions hereof. Bills received after Closing that relate to expenses incurred, and prepaid rent and any interest thereon, in the services performed or other 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 allocable to the period prior to the Closing Date shall remain the property of Seller and be paid to by Seller. Any amounts not so paid by Seller if, as and when collected by Purchaser out may be set off against amounts (if any) otherwise due Seller hereunder. The obligations of the funds received by Purchaser from such Tenantparties pursuant to this Section 7.1, and no proration of such delinquent rent including Sections 7.1.1 through 7.1.5, shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to survive the Tenant(s) owing such delinquent rent Closing and shall not be required to commence merge into any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period documents of time after Closing and for a period of time prior to conveyance delivered at Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments 12.1. All Rents (exclusive of delinquent rents, but including prepaid rents), expenses, taxes, water and 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 Purchase Price 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 (to the extent the term extends beyond the Closing Date) shall be made adjusted between the parties as of 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 and Purchaser: (a) The following itemsfor such past-due rents when, as applicable, and if collected,net of costs of collection. Monies received from delinquent tenants after Closing by Purchaser shall be prorated between applied as follows: (1) first, pro rata to Purchaser and Seller on a per diem basis for the month the Closing takes place; (2) second, to Purchaser in an amount equal to all rentals due from such tenants accruing after Closing; (3) third, to costs of collection; and (4) fourth, to Seller in an amount equal to any remaining unpaid rental arrearages owed by such tenants to Seller as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense12.4. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the At Closing, Seller shall deliver to Purchaser at Purchaser, or make appropriate adjustments for, all tenant security deposits and the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Propertylike, together with all advertising materialsstatutory or contractual interest owed to tenants, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain together with a copy detailed statement of the foregoing items for tax reporting purposes. After the Closing security deposits and solely all such accrued interest held for the purposes account of Section 10each tenant. Purchaser shall receipt for the same and shall indemnify, Seller, upon at least five (5) days' prior written request defend and save Seller harmless from and against any claims relating to Purchaser's application or holding of such deposits and interest, shall have the right to inspect the books which Seller has delivered or for which an adjustment has been made at Closing,from 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 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply indemnify, defend and save Purchaser harmless from and against any claims relating to Purchaser Seller's application or holding of such deposits and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or interest prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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 delayedClosing.

Prorations. The following adjustments to the Purchase Price shall be made between Seller 2.7.1 Real property taxes, assessments, rents, security deposits, and Purchaser: (a) The following items, as applicable, common area expenses shall be prorated through Escrow between Purchaser Buyer and Seller on a per diem basis as of Close of Escrow, Draft prorations of the Closing Date: (i) all nondelinquent real estate property taxes, installments of general and special assessments, homeowner's association duesrents and common area maintenance expenses shall be delivered by Seller to Buyer and Escrow Holder five (5) days prior to Close of Escrow, if anyThe prorations of the real property taxes, assessments, rents and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available common area expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. If Closing Seller shall occur before have the tax rate right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable, Tax and assessment for the current year is fixed, the initial proration of such taxes or assessments prorations shall be based upon on the latest available informationtax ▇▇▇▇. ThereafterIf, when 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 actual recipient shall promptly deliver a copy of such 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 other party, and not later than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; ten (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (3010) days prior to the Closing Date, delinquency date shown on such tax ▇▇▇▇ Buyer 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices taxing authority their respective shares of Seller's property manager all originals (including computer discs such tax ▇▇▇▇, prorated as of Close of Escrow. 2.7.2 All leasing commissions owing and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain tenant improvements with respect to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Property transactions entered into prior to execution of this Agreement shall be paid by Seller, at Seller's cost, may retain a copy of the foregoing items and Seller shall indemnify and hold Buyer harmless 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 Lease commission claims brought against 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 arising therefrom. All leasing commissions for new Leases and for any 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 Lease renewals and expansion options executed after the date of this Agreement in accordance with the terms of Paragraph 3.4.2 shall be paid in full by prorated between Buyer and Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work as their respective periods of ownership bear to the extent performed on primary 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 prior to nature, including court costs and reasonable attorneys' fees (except those items which under the Closing Date. Any provision terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on conditions or events occurring on or before the date of Close of Escrow and which are in any way related to the contrary notwithstandingProperty, after 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 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 Effective Datedate of Close of Escrow and which are in any way related to the Property, Seller shall and all expenses related thereto, including, but not undertake any tenant improvement work on any Unit without the prior written consent of Purchaserlimited to, such consent not to be unreasonably withheld, conditioned or delayedcourt costs and attorneys' fees.

Prorations. The following adjustments 5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, “Rent”) shall, subject to the Purchase Price further provisions hereof, be prorated on the basis that Buyer shall be made between receive a credit for all security deposits actually held by 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 not receive a credit for any Rent Seller has not received as of the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the same to Seller, after application of the same to any rent due from the applicable Tenant after the Closing. (a) The following items, as applicable, 5.2.2 Real estate taxes shall be prorated between Purchaser as of the Closing on the basis of the most recent assessed valuation of and rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller on a per diem basis 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 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). (i) all nondelinquent real estate 5.2.4 Common area and maintenance charges, property taxes, installments insurance and other operating cost pass-throughs payable by Tenants which accrue as of general and special assessmentsthe Closing Date, homeowner's association dues, if any, and fire protection service charges, if any, but which are not then 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(collectively, the initial proration of such taxes “Operating Expenses”), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or assessments after the Closing Date and Seller shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller receive and Purchaser shall, outside of escrow and after Closing, re-prorate retain any such taxes or assessments Operating Expenses paid by Tenants prior to the extent Closing Date; provided, however, that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable received by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and Date or by Buyer on or after 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense Date shall be prorated as of the Closing Date. Buyer and Seller shall prorate at Closing, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. actual Operating Expenses collected by Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available from Tenants prior to ClosingClosing with actual Operating Expenses paid by Seller with respect to such period, 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, so that if there are any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents rebates owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person Tenants for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing’s ownership, Seller shall deliver pay Buyer the amount of such rebates at Closing, and if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to Purchaser at the offices period of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts’s ownership, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain Buyer shall promptly pay Seller the amount so owed to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy landlord upon Buyer’s receipt of the foregoing items for tax reporting purposessame (and Buyer shall exert diligent good faith efforts to collect the same). 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 Any prorations under this Agreement and for based upon monthly amounts shall be based upon a thirty (30) day month; any 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 date of prorations under this Agreement based upon annual amounts shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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 delayedbased upon a 366 day year.

Prorations. 5.4.1 The following adjustments to the Purchase Price shall be made prorated between Seller and Purchaser:Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period): (a) The following itemsAll ad valorem real estate taxes, as applicableassessments, 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 between Purchaser and Seller 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 due after the Closing Date). (ib) Subject to this Section 5.4.1(b), all nondelinquent real estate taxesfixed rent and regularly scheduled items of additional rent under the Leases, installments and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of general letters of credit, along with any required transfer forms and special assessments, homeowner's association duesfees, if any. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments payments shall be based upon applied first toward the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paidoccurs, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished second to the Property which are not metered rents that shall then be due and payable to Tenants. 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 extent 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), which right shall include the same is obtainableright 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 furnish meter readings for not constitute a waiver by Seller of such utilities through the close of business on the day prior to 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 such meter readings are not so obtainabletenant 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”), then Seller shall provide meter readings as of a date not more than Purchaser shall, within thirty (30) days prior 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 proration total number of utility charges shall initially be days in such Percentage Rent Year. If Seller has received payments of percentage rent based upon such prior reading. Upon on any Percentage Rent Year in which the taking date of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereonoccurs, in the amounts set forth in the Leases (or if not set forth therein, excess of Seller’s share as calculated as set forth on the Rent Roll) above in this Section 5.4.1(c), it shall be credited pay such excess to Purchaser at Closing. (ed) If on All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. Specifically, Seller will prepare a reconciliation as of the Closing Date any Tenant is delinquent of the amounts of all ▇▇▇▇▇▇▇▇ and charges for operating expenses and real estate taxes and assessments in excess of the payment 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 rent, including any additional rent billed but unpaid at the time of Closing, Closing Date based on the delinquent rent attributable to operating expenses and real estate taxes and assessments incurred by the period prior Seller for calendar year 2016 up to the Closing shall remain the property of Seller and be paid Date (as prorated pursuant to this Section 5.4.1), Purchaser will pay such difference to Seller if, at Closing as and when 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 Purchaser out Tenants under the Leases if the reconciliations under such Leases were completed as of the funds received 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 from at Closing as a credit against the Purchase Price such Tenant, excess collected amount. Purchaser and no 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 delinquent rent shall be made at Closing. For a period of 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, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that for (i) Purchaser shall be required only to periodically send bills to collecting from Tenants the Tenant(s) owing such delinquent rent amount of any outstanding Operating Expense Recoveries for calendar year 2016 for periods before and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; after Closing, and (ii) in 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 event Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser collects rent from a person who owes rent for any period of time after at the Closing and for a period annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of time prior 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 assigned to Purchaser at the Closing, all amounts collected from such person which shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted credited in their entirety to Seller. (fi) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's Personal property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other itemstaxes, if any, used 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 Property's operationsame 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 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 Seller(i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), at Seller's cost(b) or (g), may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, neither party shall have the right to inspect request apportionment or reapportionment of any such item at any time following the books one hundred eightieth (180th) day after the Closing Date and records (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 Property located tax year in which the Closing occurs, the apportionment of taxes at the office 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. (b) If Purchaser and/or Purchaser's property manager shall be 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 given a credit for the amount of all security, escrows and deposits held in connection with the Existing Financing (to verify that the extent not replaced by Purchaser is remitting or released by Existing Lender). 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the proper amounts according 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 following sentence. Except as set forth on Exhibit Q (the “Purchaser Assumed Pre-Existing Brokerage and TI Costs”), Seller shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any other purpose related extension, renewal or expansion of any such Lease exercised prior to Seller's prior ownership the date of this Agreement (collectively, “Seller Leasing Costs”). At Closing, Purchaser shall receive a credit against the Purchase Price for any portion of the Property. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved Purchaser Assumed Pre-Existing Brokerage and TI Costs still outstanding and payable by Purchaser post-closing. Purchaser shall be responsible for and executed expressly assumes the obligation to 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 shall be paid in full by Seller at and any extension, renewal or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on expansion of any existing Lease exercised or entered into either prior to or from and after the Closing Date. Any provision date of this Agreement to including, without limitation amounts owed under the contrary notwithstandingBrokerage 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 Effective Datedate of this Agreement (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall not undertake any tenant improvement work on any Unit without include an appropriate credit to Seller. If at the prior written consent 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 Purchaser, such consent not to be unreasonably withheld, conditioned or delayedthis Section 5.4 shall survive the Closing.

Prorations. The following adjustments Notwithstanding anything contained in the Agreement to the contrary, Buyer shall receive a credit against the Purchase Price shall be made between Seller and Purchaserat Closing for the following amounts: (a) The following items, as applicable, shall be prorated between Purchaser and Seller on a per diem basis as of 9.1 the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the total amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 security deposits provided for in this Agreementthe Leases, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any together with interest thereon, thereon in the amounts set forth in the Leases (or if not set forth thereinas required to be accrued, as set forth on applicable, under the Rent Roll) shall be credited to Purchaser at Closing. (e) If on Leases, regardless of whether the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be tenants under such Leases actually paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Sellersecurity 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 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) Purchaser shall be required only to periodically send bills to rent prepaid by E. ▇▇▇▇▇▇ & Associates, Inc. ("S▇▇▇▇▇") under the Tenant(s) owing such delinquent rent certain Lease dated August 4, 1997 between Center Office and shall not be required to commence any litigation or undertake any other collection efforts in regard theretoS▇▇▇▇▇ for the period from the Closing Date through February 15, 1997; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing prepaid by JPR Capital Corp. ("JPR") under that certain Lease dated December 12, 1996 between Center Office and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person JPR for the period months of time after Closing December, 1997 and retained by Purchaser and only December 1998; 9.3 $48,420.00 with respect to Center Retail's obligation under the excess, if any, shall be remitted A▇▇▇▇▇ Lease to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts reimburse A▇▇▇▇▇ for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior ownership of the Property. (g) The cost of any tenant improvements currently under construction, which reimbursement has not been paid or incurred by Seller for Leases approved by Purchaser and executed after the date Center Retail as of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision ; 9.4 $27,702.00 with respect to Center Office's obligation under EXHIBIT D of this Agreement the Dialysis Centers Lease to reimburse Dialysis Centers for tenant improvements, which reimbursement has not been paid by Center Office as of the Closing Date; 9.5 $47,073.75 with respect to the contrary notwithstanding, after Landscape Obligation; and 9.6 $300,000.00 with respect to payment of the Effective Date, "Product Improvement Plan" imposed by Radisson Hotels International Inc. in connection with the Assignment and Assumption of License Agreement for Radisson Suite Hotel Boca Raton. The credits for which provision is made in the foregoing SUBPARAGRAPHS 9.1 through 9.6 constitute full settlement of all obligations of Seller shall not undertake any tenant improvement work on any Unit without to Buyer with respect to the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayedmatters set forth therein.

Prorations. The following adjustments Subject to the Purchase Price terms of this Section 9.1, at or prior to the Closing, the parties shall be made between Seller and Purchaser: (a) The following itemsprorate, as applicable, shall be prorated between Purchaser and Seller of 11:59 p.m. on a per diem basis as of the date immediately preceding the Closing Date: Date (the “Prorations Time”), all income and expenses with respect to the Property and payable to or by the LLC, including, without limitation: (i) all nondelinquent real estate taxes, installments property taxes on the basis of general and special assessments, homeowner's association dues, the fiscal period for which assessed (if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration apportionment of such taxes or assessments shall be based upon on 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 the preceding period applied to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; latest assessed valuation); (ii) current 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 type contemplated by this Agreement. A further proration shall be made between the parties when the tax b▇▇▇ for the month tax year in which the Closing occurs as actually paidbecomes available. In conjunction with such prorations, advance rentalsSeller will assign to Purchaser its share of all utility deposits which are assignable (and Seller shall be credited with such amounts). In connection with the calculation of the Purchase Price under Section 2.1 hereof, nonrefundable deposits and other charges, if any, payable by Tenants under it is anticipated that the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to items prorated hereunder will be adjusted on an aggregate basis against the net proceeds of the hypothetical sale of the Property which are not metered to Tenantsfor $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, to in its capacity as seller of Seller’s LLC Interest, 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 bear 66 2/3% of a date not more than thirty (30) days prior to the Closing Dateamounts debited hereunder, 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 readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as receive 66 2/3% of the Closing Dateamounts credited hereunder, on for the basis of the most recent ascertainable amounts of or other reliable information for each item items of income and expense. Seller and Purchaser shall duly cooperate with each other and expenses prorated or adjusted hereunder for periods on or before the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, 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 DateProration Time, and Purchaser shall be responsible bear 66 2/3% of the amount debited hereunder, and shall receive 66 2/3% of the amounts credited hereunder for all days including the items of income and expense prorated or adjusted hereunder for periods after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be finalProrations Time. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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. The following adjustments to the Purchase Price Real estate taxes, expenses of operation and any other similar items shall be made between Seller and Purchaser: (a) The following items, adjusted ratably as applicable, of the time of closing. Taxes for the year of Closing shall be prorated between Purchaser and Seller on a per diem basis as of the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments Current rents collected from Tenants under Leases shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents prorated for the month in during which the Closing occurs (the term “rents” as actually paid, advance rentals, nonrefundable deposits used in this Agreement includes all payments due and other charges, if any, payable by Tenants under the Leases; and ). Real estate taxes for the calendar year of Closing shall be prorated as of the Closing Date. Unpaid and delinquent rent collected by Seller and Purchaser after the Closing Date will be delivered as follows: (iiii) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents that became due and payable during the calendar month of Closing, and second, to those which were due and payable after Closing, and third, to those which were due and payable prior to Closing. Purchaser will use commercially reasonable efforts after Closing to collect all unpaid and delinquent rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect such unpaid or delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (e.g., such as year end operating and common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for fuelany costs of collection or processing. At Closing, Purchaser will be entitled to a credit against the Purchase Price for all cash security deposits held pursuant to any of the Leases (and any pre-paid rent thereunder if not then earned by Seller) and Seller shall deliver to Purchaser any non-cash security deposits thereunder, if any. Payments of accounts for water, sewer, electricity electricity, telephone and all other utility services furnished to utilities currently in the Property which are not metered to Tenants. Seller, to name of Seller (or its managing agent) shall be placed in the extent name of Purchaser on the same is obtainable, Closing Date and Seller shall furnish arrange for final meter readings and metered services to be conducted on the Closing Date. Seller shall be responsible to pay in full all bills for such utilities through the close of business on the day prior utility charges related 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 period prior to the Closing Date, Date and the proration of Purchaser shall be responsible to pay all utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing related to any period on and Seller or Purchaser, as the case may be, shall promptly pay subsequent to the other the amount determined Closing Date. With respect to be so due upon utilities which are not metered, charges for such readjustment. (b) All other items of accrued or prepaid income and expense service shall be prorated as of the Closing Date, based on charges for the basis of previous billing period, and Purchaser and Seller shall receive credits or charges, as appropriate, with such amounts to be re-prorated promptly after the most recent ascertainable amounts of or other reliable information for each item of income and expensefinal bills are issued. Seller and Purchaser shall duly cooperate with each Purchaser to effect the transfer of utility accounts from Seller to Purchaser. Expenses pertaining to Service Agreements that Purchaser elects to assume and personal property taxes (if applicable) and any other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish expenses relating to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of Property shall be prorated between the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside as of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount of rents owing by such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any 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 date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the 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.