Common use of Prorations Clause in Contracts

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

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

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

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

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a1) At ClosingSubject to Subsection (2) below, all normal revenues and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against expenses of the Property, prepaid rents and other expenses and fees payable under any Leases on the Propertyincluding without limitation real property taxes, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwisespecial taxes, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, (if any) shall be prorated and apportioned between Purchaser BUYER and Seller SELLER as of the Closing Date, Seller being charged so that SELLER bears all expenses with respect to the Property, and credited for has the benefit of all of same up income with respect to such the Property, through and including the date and Purchaser being charged and credited for all of same on and after such dateimmediately preceding the Closing Date. If any portion of the assessments Property is affected by any assessment or other charge, whether for any taxes or bonds, or interest thereon, which is or may become payable in installments, and an installment payment of such proratable items assessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received for the year of Closing have not yet been madeProperty, then any such prorations installment shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect ; and if any such assessment or other charge is not payable in installments or are not billed as part of the same annual ad valorem property tax ▇▇▇▇ for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anythe Property, shall be accounted paid in full by SELLER at the Closing. Notwithstanding the foregoing, SELLER shall be solely responsible for between Purchaser and Seller clearing all possessory interest taxes from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax ▇▇▇▇ will be made by the Reconciliation Date (hereinafter defined)parties outside of this Escrow within the time required by this Section 10 below, which obligation shall survive the Closing. (b2) On Subject to Subsection (1) above, if any of the first business day immediately prior items to be prorated as of Closing cannot be finally determined as of Closing, the day which is sixty prorations shall be made at Closing based on the last available information, and post-closing adjustments between BUYER and SELLER shall be made within twenty (6020) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, that the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaseractual amounts are determined, and if payment is not made within this twenty (b20) any savings resulting day period the party owing such sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from any tax abatements on the Property for date of delivery of the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else ▇▇▇▇ to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "rollnon-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect paying party to the Propertydate of payment. This subsection shall survive the Closing.

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingEach Purchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyordinary, and any dues recurring items normally accrued or charged to the STP Owners or otherwise normally accrued or incurred by Seller, including those listed below (but excluding all Taxes), relating to the business and assessments operation of home or condominium owners’ associationsthe Generation Facility, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Generation Facility Contracts, with Seller being charged to be responsible for such items of operating expense and credited to receive the benefit of such items of operating revenue to the extent such items relate (or are apportionable) to any time periods prior to the Closing Date, and each Purchaser to be responsible for all its Proportionate Share of same up such items of operating expense and to receive the benefit of its Proportionate Share of such date and Purchaser being charged and credited for all items of same on operating revenue to the extent such items relate to periods from and after such date. If the assessments for Closing Date (measured in the same units used to compute the item in question and otherwise measured by calendar days); provided that notwithstanding anything to the contrary herein, no Purchaser shall pay any such proratable items amount under this Section 3.4 that constitutes an Excluded Liability: (i) the fees assessed on electricity generated at the Generation Facility pursuant to the DOE Standard Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961, as amended from time to time, for the year applicable period during which the Closing occurs; (ii) subject to and without limiting the generality of Section 2.3(d) and Section 2.4(j), Department of Energy Decommissioning and Decontamination Fees for the applicable period during which the Closing occurs; (iii) retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to any Generation Facility Insurance Policies to the extent such adjustments occur or distributions are made within twelve (12) months of Closing have or, if earlier, ninety (90) days after the end of the applicable policy year that includes the Closing Date; and (iv) documented operating, maintenance and other expenses incurred or accrued in any period prior to the Closing Date (not yet been madeincluding Capital Expenditures or any Excluded Liabilities), then but only to the extent that the amount of such expenses is determined within twelve (12) months of Closing or, if earlier, ninety (90) days after the end of the calendar year during which the Closing occurs. (b) Notwithstanding any other provision of this Agreement, (i) Texas Genco and Seller agree that Property Taxes (excluding all other Taxes) assessed on Texas Genco's Purchased Interest for the calendar year in which the Closing occurs shall be prorated as between Texas Genco and Seller based upon the ratio of the number of days in the calendar year in which the Closing occurs beginning with January 1 through the day prior to the Closing Date divided by the total number of days in such prorations calendar year multiplied by the amount of Property Taxes paid (or to be paid) by Texas Genco for the calendar year in which Closing occurs. Property Taxes prorated under this Section shall be based upon the prior year’s assessmentsstatus of the property as used by Seller. Except If Texas Genco or any successor-in-interest to Texas Genco changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to such property (as set forth described in Section 14(b14.2 of this Agreement or otherwise), such additional Property Tax liabilities will not be subject to proration hereunder and Texas Genco (or its successor-in-interest) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made responsible for the payment thereof; and (ii) CPS and Seller agree that Property Taxes (excluding all other Taxes) assessed on the Purchased Assets for the calendar year in relation which the Closing occurs shall be prorated to rents not collected as Seller based upon the ratio of the number of days in the calendar year in which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect occurs beginning with January 1 through the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) Closing Date divided by the total number of days after in such calendar year multiplied by the Closing Date, or such other date as may be agreed upon in writing amount of Property Taxes required by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause applicable Law to be paid by either Party for the calendar year in which Closing occurs. Notwithstanding the previous sentence, if the provisions of Title 1, Texas Tax Code Section 26.11 apply to PurchaserCPS for the calendar year in which the Closing occurs, Property Taxes will be apportioned to Seller in accordance with Section 26.11(a) of this code. Property Taxes prorated under this section shall be based upon the status of the property as used by Seller. If CPS or Purchaser hereby agrees any successor-in-interest to pay CPS changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to Seller, such property (as the case may be, a payment described in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a14.2 of this Agreement or otherwise), above, as such additional Property Tax liabilities will not be subject to proration hereunder and CPS (aor its successor-in-interest) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property shall be responsible for the year of Closing resulting from a challenge brought by either party hereto payment thereof. Seller will cooperate with CPS in obtaining Tax treatment available to CPS under the applicable laws and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofregulations. (c) Notwithstanding anything else In connection with the prorations referred to in Section 3.4(a) above as used in the determination of any amount pursuant to this Agreement (including any amounts determined pursuant to the contrary provisions of Section 3.5), in this Section 14the event that actual figures are not available on the Closing Date, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) proration shall be based upon a change in land usage the applicable amounts properly accrued or ownership would have been accrued as of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesbeginning of the Closing Date. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll items of revenue and expenses with respect to the Venture, all normal the Facility Owners, the Operating Tenant, the Operating Subtenants and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Facilities shall be prorated between Purchaser and Seller as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date, Seller being charged ). Original Company shall be entitled to all revenue and credited shall be responsible for all expenses for the period of same time up to such date the Apportionment Time, and Purchaser being charged shall be entitled to all revenue and credited shall be responsible for all of same on and after such date. If the assessments for any such proratable items expenses for the year period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing have not yet been made, then any 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 based upon made on the prior year’s assessmentsbasis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Except as Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 14(b8.04(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)below. (b) On As soon as reasonably practicable after Closing, and in no event later than the first business day immediately prior to the day which is sixty six (606) days after the Closing Datemonth anniversary of Closing, or such other date as may be agreed upon in writing by Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (in any event, the “Reconciliation DateProration True-Up Statement”), Seller hereby agrees provided that with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e.prorations, "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes Seller and Purchaser shall and does hereby indemnify and save Seller harmless from and against agree on the final determination of all claims and liability such prorations within sixty days after Purchaser’s receipt of the final tax bills for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies relevant periods with respect to all of the PropertyFacilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statement.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingBuyer and Seller agree that, except as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Purchased Assets, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but not including Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closingunits used to compute the item in question, but shall not be required to initiate legal proceedings in such attemptotherwise measured by calendar days): (i) Personal property, real estate and such collectionsoccupancy Taxes, assessments and other charges, if any, shall be accounted on or with respect to the ownership, lease, maintenance or operation of the Purchased Assets; (ii) Rent, Taxes and all other items (including prepaid services and goods not included in Inventory), in each case, payable by or to Seller under any of the Seller's Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for between Purchaser water, telephone, electricity and Seller other utilities; (v) Insurance premiums paid on or with respect to the Reconciliation Date ownership, lease, maintenance or operation of the Purchased Assets to the extent payable under any policy or other arrangement included among the Seller's Agreements; and (hereinafter defined)vi) Prepaid operating and maintenance expenses. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.5(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.5(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any eventorder to confirm all proration calculations made pursuant to this Section 3.5. Notwithstanding anything to the contrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.5 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, as to (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.6(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

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

Prorations. The provisions of this Section 14 following items shall survive Closing be adjusted and not be merged therein.apportioned between Sellers and Purchaser as follows: (a) At ClosingAll non-delinquent ad valorem real estate and personal property taxes, all normal charges and customarily proratable itemsassessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to make such payments as shall be necessary to provide the appropriate credits resulting from such re-proration. (b) All non-delinquent rent and other income of the Properties, including, without limitation, all ad valorem taxes and assessments assessed against the Propertyother periodic rentals, prepaid rents additional rentals, escalation rentals, pass-throughs and other expenses sums and fees charges payable under any the Leases on the Property(collectively, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance "Rents") collected as of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Closing Date shall be prorated between on a per diem basis such that they are credited to Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and . Purchaser being charged and credited for all of same on and after such date. If the assessments shall receive a credit for any such proratable items for the year of Closing Rents which have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, but Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and (iii) third, to the receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall make a use commercially reasonable attempt efforts to collect such Rent receivables in the same for Seller's benefit after Closingordinary course of business, but shall not be required obligated to initiate engage a collection agency, take legal proceedings action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in such attemptaccordance with the terms of this Section 6(b) shall survive the Closing, and such collections, if any, shall be accounted for between delinquent Rents which are not collected by Purchaser and Seller on or before the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the Closing Date, or such other date as may be agreed upon in writing by same. To the extent any Seller and Purchaser (in receives any eventRents after Closing, the “Reconciliation Date”same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else At Closing Purchaser shall receive a credit equal to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage unapplied total of all security and other refundable tenant deposits then held by Sellers. One or ownership more of the PropertySellers may participate in a program administered by Lease Term Insurance Group, Purchaser hereby agrees LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to pay all such taxes and Purchaser proration, provided that, at Closing, Sellers shall and does hereby indemnify and save Seller harmless from and against all claims and liability credit the Purchase Price for such taxesan amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that they are credited or charged to Purchaser, as applicable, as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the Closing Date. If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, such charges and income under the Assumed Contracts shall be based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing Date by Sellers based on the average consumption for such tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, Seller willPurchaser shall receive a credit for any Vacant Units (as defined below) that are not in Rent Ready Condition (as defined below) as of the date that is three (3) Business Days prior to the Closing Date in an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at its election the Properties that is unoccupied as of the Closing Date and that was vacated by the tenant most recently occupying such unit at least three (3) Business Days prior to the Closing Date (i.e., if a unit becomes vacant less than three (3) Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). If requested by Purchaser, representatives of Sellers and Purchaser shall conduct a walk-through (the "Walk-Through") of the Properties on or around the third (3rd) Business Day prior to the Closing Date in its sole discretion, either deliver or credit order to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with determine the amount of any and all deposits held on behalf of Seller by utility companies with respect such credit, if any, to the Propertybe given to Purchaser.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in San Diego County, California, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

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

Prorations. The (a) Subject to the other provisions of this Section 14 8.5, the following matters and items shall survive Closing be prorated and not be merged therein. (a) At Closingapportioned between the parties hereto, all normal and customarily proratable itemsor, includingwhere applicable, without limitationcredited in total to a particular party, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases as of 11:59 pm on the Propertyday before the Closing Date (the “Cut Off Time”), prepaid with net credits, whether in favor of Buyer or Seller, to be settled in cash at the Closing; and accrued but unpaid expenses incurred for purposes of calculating prorations, (i) Seller shall be deemed to be in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing title to the Property, and any dues therefore entitled to the income therefrom and assessments of home or condominium owners’ associationsresponsible for the expenses thereof up to the Cut Off Time, and Buyer to be in title to the Property on and after the Cut Off Time, and (ii) all prorations shall be made on the basis of the actual number of days of the year and month that have elapsed as of the Closing Date. (b) Rents that have been collected for the month of the Closing will be prorated between Purchaser at the Closing, effective as of the date of the Closing. Not less than five (5) business days prior to Closing, Seller shall furnish to Buyer a schedule of all rents from Tenant which are then due and Seller payable but which have not been collected. With regard to due and payable rents that are uncollected as of the Closing Date, Seller being charged (i) no proration will be made at the Closing, (ii) Buyer shall make a reasonable effort after the Closing to collect the rents in the usual course of Buyer’s operation of the Property, and credited for (iii) Buyer shall apply all of same up rents collected (A) first to such date and Purchaser being charged and credited for all of same on the then-current month’s rental obligation due from Tenant, (B) then second towards any delinquent amounts relating to the period from and after such datethe Closing Date, and (C) then third towards delinquent rents owed to Seller with respect to the period prior to the Closing Date. If It is further agreed, however, that Buyer will not be obligated to institute any lawsuit or other collection procedures to collect uncollected rents, and Seller shall not be entitled to s▇▇ the assessments Tenant to collect same. Notwithstanding any of the foregoing provisions to the contrary, rents collected by Buyer after the Closing Date applicable to the month of Closing and to which Seller is entitled shall be promptly paid to Seller, and any rents received by Seller after the Closing Date applicable to the month of Closing and to which Buyer is entitled, shall be promptly paid to Buyer. There are no common area maintenance expenses, administrative fees, insurance costs and property management fees payable to Seller by Tenant under the Lease. There is no security deposit made or required to be made by Tenant under the Lease. (c) There shall be no proration of real estate taxes as Tenant pays real estate taxes directly to the applicable governmental authority and has paid the first installment of 2019 real estate taxes payable in 2020. (d) Buyer shall pay the following costs of closing this transaction: (1) Any and all expense(s) incurred by Buyer or its representative(s) in inspecting or evaluating the Property, except as otherwise expressly provided in this Agreement; (2) The cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any such proratable items cancellation charge(s) imposed by the Title Company in the event a Title Policy is not issued, unless caused by default of Seller hereunder; (3) Any and all recording fees for the year Deed; (4) One-half of Closing have any and all escrow fees associated with the purchase and sale transaction contemplated herein, and all escrow fees associated with Buyer’s financing, if any; and (5) The fees and disbursements of Buyer’s counsel. (e) Seller shall pay the following costs of closing the transaction: (1) One-half of any and all escrow fees; (2) Any and all state and county real estate transfer, stamp or documentary taxes; (3) All title charges and the cost of the Title Policy, excepting the cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by the Title Company in the event a Title Policy is not yet been madeissued, then any such prorations shall be based upon unless caused by default of Seller hereunder; (4) Subject to Section 4.1(a), all costs relating to the prior year’s assessments. Survey; (5) Except as set forth in Section 14(b8.5(d)(3) hereinbelowabove, any and all such prorations will be final recording fees; and (6) The fees and not adjustable. No prorations shall be made in relation to rents not collected as disbursements of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)’s counsel. (bf) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if 8.5 shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesClosing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseshall be apportioned as of 12:01 a.m. EST on the Closing Date, including, without limitation, with the Operating Partnership being deemed to be the owner of the Property during the 23 entire day on which the Closing Date occurs and being entitled to receive all utilities servicing revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) Such prorated items shall include the following: (i) any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of other income with respect to the Property received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon on an operating statement updated not less than 1 day prior to the Closing Date; (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior yearto the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; (vi) room charges for the night before the Closing Date and ending on the morning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s assessments. Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as set forth provided in Section 14(b) hereinbelowthe following sentence, all such prorations will be final delinquent real estate taxes and not adjustable. No prorations assessments shall be made in relation paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to rents not collected as of any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall extent such amount has not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on been actually paid by the Reconciliation Date (hereinafter defined). (b) On Contributor. In the first business day immediately event that the Contributor has paid prior to the day which is sixty (60) days Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.24

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Except to the Property, prepaid rents and other expenses and fees payable under any Leases on extent otherwise specifically provided for in the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance calculation of Actual Net Working Capital as of the Closing Date in accordance with Section 3.3, (i) all payments under or pursuant to any Purchased Contract, (ii) all items of income and expense with respect to the Leased Real Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing included in the PropertyPurchased Assets, and any dues (iii) all real and assessments of home personal property Taxes related to the Purchased Assets, whether or condominium owners’ associationsnot payable after the Closing Date, shall be prorated between the Sellers, on the one hand, and the Purchaser, on the other hand, on the basis of a 365-day year, or for Purchased Contracts payable on a monthly basis on the basis of a 30-day month, and the number of days elapsed and days remaining in the applicable period through the end of the Closing Date. (b) With respect to the real and personal property Taxes, such proration shall be based on the most recent assessments of the real property and the personal property located thereon for the Tax period(s) prior to the Closing Date and the then applicable Tax rates. (c) With respect to any products sold (or services rendered) pursuant to any Purchased Contract, the Sellers and the Purchaser shall use commercially reasonable efforts to arrange for vendors to ▇▇▇▇ the Sellers directly, through and Seller including the Closing Date, and the Purchaser directly after the Closing Date. To the extent that vendors ▇▇▇▇ the Sellers after the Closing Date for any such products or services provided after the Closing Date, the Sellers shall forward such bills to the Purchaser, and Purchaser shall pay such bills when due. To the extent that vendors ▇▇▇▇ the Purchaser after the Closing Date for any such products or services provided by such vendor on or before the Closing Date, the Purchaser shall forward such bills to the Sellers, and the Sellers shall pay such bills when due to the extent such bills are not otherwise included in the calculation of the Actual Net Working Capital as of the Closing Date. (d) A final determination of all amounts prorated pursuant to this Section 3.5 shall occur at the time the Purchaser prepares and delivers to the Parent the Closing Statement in accordance with Section 3.3(b), Seller being charged and credited for all of same up any payment required by the Sellers or the Purchaser pursuant to such date and Purchaser being charged and credited for all of same on and after such date. If determination (the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations “True-up Payment”) shall be based upon the prior year’s assessments. Except as set forth reflected in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsStatement. The True-up Payment, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging relevant party in that regard, and (ii) any costs and expenses incurred by Purchaser under accordance with Section 32.(b)(ii) hereof3.3. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

Prorations. The provisions of this Section 14 Closing prorations shall survive Closing be calculated and not be merged therein.implemented by Buyer and Seller as follows: (a) At Closing7.1.1 Subject to Paragraphs 8.1.2 through 8.1.3, all normal and customarily proratable itemsexpenses, includingexpense recoveries, without limitationutility charges, all ad valorem taxes and assessments assessed against the Propertyreal property taxes, prepaid rents assessments, maintenance charges, and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the costs for each Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of midnight of the day prior to the Closing Date (based on the periods to which they relate and are applicable, and regardless of when payable). Revenues generated by Seller at the Data Center from Seller’s customers at all times up until the day prior to the Closing Date belong solely to Seller and shall not be prorated. 7.1.2 If Seller has engaged consultants for the purpose of protesting the amount of taxes or the assessed valuation for certain tax periods for the Property (“Protest Proceedings”) any cash refunds or proceeds actually distributed, after deduction of costs and expenses incurred for such Protest Proceedings and any sums owing to third parties as a result of such Protest Proceeding, (collectively, “Cash Refunds”) shall be: (i) the property of Seller to the extent such Cash Refunds were for taxes paid by Seller applicable to a period prior to the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(iithe property of Buyer for taxes for a period after the Closing Date. To the extent either party obtains a Cash Refund, a portion of which is owed to the other party, the receiving party shall deliver the Cash Refund to the other party within five (5) hereofbusiness days of its receipt. 7.1.3 If any errors or omissions are made regarding adjustments and prorations, the parties shall make appropriate corrections promptly upon the discovery thereof. If any estimations are made at the Closing regarding adjustments or prorations, the parties shall make the appropriate corrections promptly when accurate and complete information becomes available. Any corrected adjustment or proration shall be paid in cash to the appropriate party within five (c5) business days of the correction or adjustment. Notwithstanding anything else to the contrary in this Section 14Paragraph, if the Property has been assessed for property tax purposes at such rates as would result in reassessment any right to a correction or adjustment shall terminate one (i.e., "roll-back" taxes1) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees year after Closing; except with regard to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesany Cash Refunds received with regard to any Protest Proceedings. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions (a) Rents and any additional charges and expenses payable by Tenants under Leases; real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts (other than Terminated Contracts); annual permits and/or inspection fees (calculated on the basis of the period covered); and any other income or expenses of the operation and maintenance of the Property shall all be prorated as of 11:59 p.m. on the date immediately preceding the Closing Date (i.e., Purchaser is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year and otherwise in accordance with this Section 14 10.5. Seller shall survive deliver draft prorations to Purchaser at least five (5) Business Days before Closing and not be merged thereinDate. (ab) Purchaser shall receive a credit at Closing for all rents, including estimated payments for operating expenses and real estate taxes, collected by Seller prior to the Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants except as provided in this Section 10.5(b). All rent or other sums collected or received by Seller after Closing shall be promptly remitted to Purchaser to be applied and distributed in accordance with this Section 10.5(b). All rent received by Purchaser after Closing shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Purchaser shall use reasonable efforts to collect rents and other sums owing to Seller in the usual course of Purchaser’s operation of the Property, provided, however, that Purchaser shall not be required to pursue or institute any action to evict any tenant or any other collection proceedings to collect delinquent rentals. Seller shall have no right to contact Tenants or collect any such rents and other sums from Tenants after Closing and Seller shall have no right to cause any such Tenant to be evicted or to exercise any other landlord remedy against such Tenant after Closing. In the event Seller receives rents from Tenants applicable to periods after the Closing Date, Seller shall immediately forward the full amount of such rents to Purchaser to be applied by Purchaser in accordance with this Section 10.5(b). (c) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection (i) Seller shall credit Purchaser with the operation or maintenance amount of any cash security deposits actually held by Seller pursuant to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Leases (to the Property, and any dues and assessments of home or condominium owners’ associations, extent such security deposits are not applied against delinquent rents in accordance with the Leases). Any taxes that are payable in the year in which the Closing occurs (“Current Tax Year”) shall be prorated between Purchaser and Seller as based upon the number of days in the Current Tax Year prior to the Closing Date, Seller being charged Date (which shall be allocated to Seller) and credited for all the number of same up to such date and Purchaser being charged and credited for all of same days in the Current Tax Year on and after such datethe Closing Date (which shall be allocated to Purchaser). If Fees and charges under the assessments for any such proratable items for Service Contracts (other than the year Terminated Contracts) in respect of the most recent billing period which includes the Closing have not yet been made, then any such prorations Date (“Current Billing Period”) shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Billing Period on and after the Closing Date (which shall be allocated to Purchaser) and assuming that all fees and charges are incurred uniformly during the Current Billing Period. Calculations hereunder shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelowmost recent statement rendered to Seller by the applicable service provider and, all such prorations will be final and not adjustable. No prorations after an actual statement covering the Current Billing Period is received, a copy shall be made in relation delivered to rents not collected Purchaser or Seller, as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptapplicable, and the apportionment of such collections, if any, charges hereunder shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)recomputed if necessary. (bd) On Seller and Purchaser hereby agree that if any of the first business day immediately prior aforesaid prorations and credits cannot reasonably be calculated accurately on the Closing Date or in the case of rents or other charges received from Tenants, such amount have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the day other party within sixty (60) days thereafter. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received or expenses incurred by such party from Tenants from and after Closing and to the manner in which is such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. (e) Not more than sixty (60) days after the Closing DateClosing, or such other date as may be agreed upon in writing by Seller and Purchaser (shall make a final calculation of the real estate taxes, operating expenses and all other prorations or adjustments for the Property, including any adjustments for rent or escalation payments payable under the Leases in any eventconnection therewith. If such calculation discloses that Seller has collected more in estimated payments from Tenants for rents, operating expenses and taxes than it is entitled to retain after the “Reconciliation Date”)final reconciliations are completed, Seller hereby agrees shall pay such excess to cause Purchaser for refund to the tenants, and if Seller has collected less in estimated payments than it is entitled to receive after the final reconciliations are completed, Purchaser shall pay such amounts to Seller when and as collected from the tenants. No insurance policies of the Seller are to be paid assigned or otherwise transferred to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on no apportionment of the Property for the year premiums therefor shall be made. The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser 10.5 shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxessurvive Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions ​ 6.2. 1Prorations. All income and expenses of this Section 14 the Property shall survive be apportioned as of 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and not be merged therein.being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day, except as provided in (a)(vi), below. ​ (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Such prorated items shall include the Property, prepaid rents and following: (i) any other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection income with the operation or maintenance of respect to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon on an operating statement updated not less than 1 day prior to the Closing Date; ​ (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; ​ (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior yearto the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; ​ (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; ​ (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; if the Existing Loan is not assumed by the Operating Partnership, amounts in such accounts and reserves shall be the Property of Contributor and not result in a reduction of the Contributor’s assessmentsTotal Consideration. ​ (vi) room charges for the night before the Closing Date and ending on the morning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and ​ (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. ​ (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; ​ (ii) Except as set forth provided in Section 14(b) hereinbelowthe following sentence, all such prorations will be final delinquent real estate taxes and not adjustable. No prorations assessments shall be made in relation paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to rents not collected as of any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall extent such amount has not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on been actually paid by the Reconciliation Date (hereinafter defined). (b) On Contributor. In the first business day immediately event that the Contributor has paid prior to the day which is sixty (60) days Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the ​ ​ re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), abovethe Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as to (a) any the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and all rents delinquent and unpaid on reassessment occurring as the result of the Closing Date and subsequently collected by Purchaserpursuant to this Agreement; ​ (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and (b) any savings resulting from any tax abatements on provide the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor with written evidence of the Property, Purchaser hereby agrees transfer at or prior to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will The Contributor shall be credited at Closing with the amount of entitled to recover any and all deposits held by any utility company as of the Closing Date; ​ (iv) The net proration credit to or charge against the Contributor on behalf account of Seller by utility companies with respect the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the Property.cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and ​ (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, the Operating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by adjusting the Series T Limited Units transferred to the Contributor. ​

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

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe following items (whether paid or accrued but not yet paid) shall be prorated between Seller and Purchaser as of 11:59 p.m. on the date immediately preceding the Closing Date (the “Proration Date”); prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) city, all normal state, and customarily proratable items, including, without limitation, all county ad valorem taxes for the year in which the Closing occurs based on the ad valorem tax bills for the Real Property that is owned by the Companies or for which a Company is responsible under the terms of a ground lease with respect to the Real Property that is leased by the Companies, if then available for such year, or if not, then on the basis of the ad valorem tax b▇▇▇ for the Real Property for the immediately preceding year, excluding taxes for any Real Property where the Tenant pays taxes directly to the taxing authority. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year and assessments assessed against should such proration prove to be inaccurate on receipt of the Propertyad valorem tax b▇▇▇ for the Real Property for the year of Closing, prepaid rents then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such malapportionment); (ii) operating expenses (including amounts payable to Cedarhurst Operator or Cedarhurst Manager under the Cedarhurst Management Agreement), sanitary sewer taxes, and other expenses utility charges, if any, that are the obligation of any Company; provided, however, that Seller or Purchaser may elect, prior to Closing, to require that the meters for all utility charges be read and fees terminated as of the end of the last business day preceding the Closing Date, in which case Seller shall be responsible for and shall pay for all such charges accruing during or relating to the period prior to the Closing Date; and provided, further, that Seller shall pay any and all amounts payable under any Leases on reciprocal easement agreement or other title documents (which payments shall be prorated if paid for a year, a month, or other period extending in part beyond the PropertyClosing); (iii) Rents paid (or accrued and not yet paid) under any Lease, prepaid and revenues received (or accrued but unpaid expenses incurred not yet received) by Cedarhurst TRS Facility Master Tenant accruing to such Company from the operation of the Cedarhurst Facility, and other revenues (including Prepaids and Deposits, if any); (iv) all rent and other charges payable to the lessors under the Ground Leases; (v) all interest, fees and other charges payable in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except P▇▇▇▇▇ Center Loan (except as set forth in Section 14(b4.12); and (vi) hereinbelowunless otherwise transferred by Seller to Purchaser (or otherwise paid at the direction of Purchaser) in accordance with Section 2.2, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make receive a commercially reasonable attempt credit for (A) the Prepaids and Deposits, (B) subject to collect the same for Seller's benefit after ClosingSection 3.3(b) and Section 3.3(c), but shall not be required to initiate legal proceedings in such attemptOP-held Operating Cash, and such collections(C) the Funded Maintenance Account reserve held by ARHC PPLVLGA01, if any, shall be accounted LLC in respect to a lease with the United States of America for between the P▇▇▇▇▇ Professional Center. Purchaser and Seller shall prepare a proposed schedule in the form set forth on Schedule 3.3(a) (the Reconciliation Date “Proration Schedule”) prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to each Real Property and each Company. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (hereinafter defined)2) business days prior to Closing. (b) On Seller shall receive all income from each Company attributable to the first business day immediately period prior to the day which is Proration Date and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of each Company attributable to the period prior to the Proration Date. In the event that Purchaser receives any payment from a Tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller (and such rent or receivable had not already been credited in accordance with Section 3.3(a) to Seller), Purchaser shall forward such payment to Seller. Payments received from a resident, to the extent such payments were previously made directly to Seller or any of its Affiliates, shall be allocated first to any current balances due from such resident that have accrued since the Proration Date and any costs of collection of such amounts incurred by Purchaser. (c) Purchaser shall receive all income from each Company attributable to the period from and after the Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of each Company attributable to the period from and after the Proration Date. In the event Seller or its Affiliates receive any payment from a Tenant for rent due for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) Purchaser shall be entitled to all insurance and casualty proceeds payable to any of the Companies with respect to any casualty or condemnation prior to the Closing Date, except (i) as set forth in Section 10.11 or in Section 10.12 or (ii) such amounts as have previously been paid to repair or restore such casualty or condemnation or for Seller’s costs in addressing same. (e) The parties agree that any amounts that may become due under this Section 3.3 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within sixty (60) days after the Closing Date, or Date and any amounts due at that time shall be promptly forwarded to the respective party to whom such other date as amounts are due in a lump sum payment. Any additional amounts that may become due after such determination shall be agreed upon in writing by Seller and Purchaser forwarded at the time they are received. Any amounts due under this Section 3.3 which cannot be determined within sixty (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i60) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and subsequently collected by Purchaser, and (b) Seller agree that each shall have the right to audit the records of the other in connection with any savings resulting from any tax abatements on the Property for the year of such post-Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else reconciliation. Any payments made pursuant to the contrary in this Section 14, if the Property has been assessed 3.3 shall be treated as a purchase price adjustment for property income tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespurposes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

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

Prorations. The provisions 6.7.1. Re▇▇ ▇▇▇▇▇▇▇y taxes, assessments, rents, security deposits, and cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and cam expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax bill. If, after Close of Escrow, Buyer receives any further or supplemental tax bill relating to any period prior to Close of Escrow, ▇▇ ▇eller receives any further or supplemental tax bill relating to any period after Close of Escrow, the ▇▇▇ipient shall promptly deliver a copy of such tax bill to the other party, and not later than ten (10) d▇▇▇ prior to the delinquency date shown on such tax bill Buyer and Seller shall deliver to the taxing auth▇▇▇▇y their respective shares of such tax bill, prorated as of Close of Escrow. 6.7.2. ▇▇l leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Section 14 Agreement shall survive Closing be paid by Seller, and not Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be merged thereinprorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (a) At Closingexcept those items which under the terms of this Agreement specifically become the obligation of Buyer), all normal brought by third parties and customarily proratable items, including, without limitation, all ad valorem taxes based on events occurring on or before the date of closing and assessments assessed against the Property, prepaid rents and other expenses and fees payable under which are in any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing way related to the Property, and any dues all expenses related thereto, including but not limited to court costs and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)attorneys' fees. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby 6.7.4. Buyer agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) indemnify and hold Seller harmless of and from any and all rents delinquent liabilities, claims, demands, suits and unpaid on the Closing Date judgments, of any kind or nature, including court costs and subsequently collected by Purchaserreasonable attorneys' fees, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto third parties and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else based on events occurring subsequent to the contrary date of closing and which are in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of any way related to the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits expenses related thereto, including, but not held by Seller at Closing. Furtherlimited to, Seller will be credited at Closing with the amount of any court costs and all deposits held on behalf of Seller by utility companies with respect to the Propertyattorneys' fees.

Prorations. The provisions 12.1. Rents (exclusive of this Section 14 shall survive Closing delinquent rents, but including prepaid rents); prepaid associations dues, if any; water and not be merged therein. (a) At Closing, all normal other utility charges; fuels; prepaid operating expenses; real and customarily proratable items, including, without limitation, all ad valorem personal property taxes and installments of special assessments assessed against which are due in the Property, prepaid rents year in which the Closing Date occurs; and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, similar items shall be prorated between Purchaser and Seller adjusted ratably as of 11:59 p.m. on the Closing Date, Seller being charged and credited for all against the balance of same up the cash due at Closing. Assessments payable in installments which are due in years subsequent to such date and Purchaser being charged and credited for all of same on and after such datethe year in which the Closing Date occurs shall be paid by Purchaser. If the assessments for amount of any such proratable of the items for to be prorated is not then ascertainable, the year of Closing have not yet been made, then any such prorations adjustments thereof shall be based upon on the prior year’s assessmentsbasis of the most recent ascertainable data. Except as set forth in Section 14(b) hereinbelow, all such All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. Refundable security deposits will be assigned to and not adjustableassumed by Purchaser and credited to Purchaser at Closing. 12.2. No prorations shall be made in relation All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to rents not collected as of and including the Closing Date, but after the payment to Purchaser of all current basic rent, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) business days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall make a pay such Post-Closing Receipt to Seller. Purchaser shall use commercially reasonable attempt efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder (but in no event will be obligated to retain legal counsel or the same for Seller's benefit after Closing, but shall not be required services of an outside collection agency or to initiate legal proceedings in furtherance thereof) and may deduct from such attempt, and Post-Closing Receipts so collected its reasonable out-of-pocket costs incurred in so collecting such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) Post-Closing Receipts. Within 120 days after the Closing Date, or such other date as may be agreed upon in writing by Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and Purchaser (not previously delivered to Seller in any eventaccordance 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 “Reconciliation Date”), accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as and the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected confirmation thereof by Purchaser, and (b) any savings resulting from any tax abatements on Purchaser shall pay to Seller said additional Post-Closing Receipts. Paragraph 12.2 of this Agreement shall survive the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, delivery and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership recording of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesDeed. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

Prorations. The provisions All income and expenses of this Section 14 the Property shall survive be apportioned as of 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and not be merged thereinbeing entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) At ClosingSuch prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, all normal if any, and customarily proratable items, including, without limitation, all ad valorem for the current month not yet delinquent. Such proration shall be based on an operating statement updated and mutually approved not less than 1 day prior to the Closing Date; (ii) taxes and assessments assessed (including personal property taxes on the Fixtures and Personal Property) levied against the PropertyProperty to the extent not paid by Lender under the Existing Loan; (iii) utility charges for which the Contributor is liable, prepaid rents if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other expenses reserves included within the Existing Loan, which shall be transferred to the Operating Partnership at the Closing and fees payable shall be added to the Series T Limited Units of the Total Consideration under any Leases Exhibit D; (vi) room charges for the night before the Closing Date and ending on the Propertymorning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, prepaid the following shall apply: (i) The Contributor’s Total Consideration shall be increased by the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and accrued but unpaid expenses incurred other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent or assigned to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor (which amount Operating Partnership shall be obligation to pay to the applicable taxing authority). In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount as an increase to Contributor’s Total Consideration. In connection with the operation re-proration of real estate taxes and assessments for which a credit was given ​ ​ or maintenance a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Operating Partnership shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the Property under any Service Contracts refunds related to a period prior to the Closing shall be delivered to or otherwiseretained by, including, without limitation, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities servicing to the Propertyname of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and any dues and assessments provide the Contributor with written evidence of home the transfer at or condominium owners’ associations, prior to Closing. The Contributor shall be prorated between Purchaser entitled to recover any and Seller all deposits held by any utility company as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).; (biv) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else Except where otherwise specifically provided to the contrary in this Section 14Agreement, if The net proration credit to or charge against the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor on account of the Property, Purchaser hereby agrees prorations adjustments to pay all such taxes and Purchaser be made upon the Closing shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.be reflected through an adjustment to the cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and (dv) At ClosingIf any prorations hereunder cannot be calculated accurately on the Closing Date, Seller willthen they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at its election the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and in its sole discretionexpense amounts have been finally and completely ascertained, either deliver or credit the Operating Partnership shall prepare a final proration statement which shall be subject to Purchaser any the Contributor’s reasonable approval. Upon the Contributor’s acceptance and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and all deposits held on behalf of Seller final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by utility companies with respect adjusting the Series T Limited Units transferred to the PropertyContributor as provided in Exhibit D and the OP Agreement.

Prorations. The provisions following prorations shall be made as of this Section 14 shall survive the date of Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Propertybasis of a 365 day year: 21.3.1 For Fee Sites, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, real estate taxes shall be prorated between Purchaser and Seller as of the Closing Datebased on the most recent tax statement ,for the Site. If such proration is not made on the basis of the current tax year, Seller being charged and credited or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustments after the Closing by cash payment to the party entitled thereto so that Sellers shall have borne all of same up taxes allocable to such date the period prior to the Closing and Purchaser being charged shall bear all taxes allocable to the period after the Closing. 21.3.2 For Leased Sites, rent and credited for all of same on and after such date. If other payments due under the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Lease shall be based upon prorated as of the prior year’s assessments. Except Closing in the same manner as set forth in Section 14(b) hereinbelow, all such prorations will be final Sections 21.3.1 and not adjustable. No prorations 21.3.4. 21.3.3 Nonreimbursable utilities and operating expenses of the Sites shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect on the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings assumption that utility charges were uniformly incurred during the billing period in such attempt, and such collections, if any, which the Closing occurs. 21.3.4 Personal property taxes shall be accounted for between Purchaser and Seller prorated as of the Closing based on the Reconciliation Date (hereinafter defined). (b) On most recent tax statements. If such proration is not made on the first business day immediately basis of the current tax year, or if supplemental taxes are assessed after the Closing for the period prior to the day which is sixty (60) days Closing, the parties shall make any necessary adjustments after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, cash payment to the “Reconciliation Date”), Seller hereby agrees party entitled thereto so that Sellers shall have borne all taxes allocable to cause the period prior to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against bear all claims and liability for such taxestaxes allocable to the period after the Closing. 21.3.5 Prepaid expenses (dincluding royalty payments) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect attributable to the PropertyAssets and payments due under the Contracts shall be prorated based on a schedule approved by Purchaser and Sellers.

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

Prorations. The provisions following shall be apportioned with respect to ---------- the Property, based on the number of this Section 14 days Seller and Purchaser each own the Property in the month, tax year or other applicable period in which the Closing occurs, as of 12:01 a.m. on the Closing Date, as if Purchaser were vested with title to the Property during the entire day which is the Closing Date; provided, however, in the event that Seller receives the net proceeds from the closing escrowee after 1:00 p.m. (Chicago, Illinois time) on the Closing Date and, as a result of Seller receiving such funds after such ▇▇▇▇ ▇▇▇▇▇▇ is unable to invest the net proceeds from the transaction with Seller's bank on the Closing Date, then, for purposes of apportionments, Purchaser shall survive be deemed vested with title to the Property beginning on the next business day following the Closing Date (it being intended that, in the event that the day following the Closing Date is not a business day, Seller shall be deemed vested with title during the Closing Date and on all consecutive days, if any, subsequent to the Closing Date that are not be merged therein.business days): (a) At Closing, all normal collected rents and customarily proratable items, other sums received under Leases other than Security Deposits ("Rents"); (b) all unapplied cash Security Deposits; (c) taxes and assessments (including, without limitation, all ad valorem personal property taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Personal Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall rent taxes, if any, and real estate taxes and assessments) levied against the Property; (d) pre-payments and accrued amounts due under any Service Contracts; (e) water, sewer, gas, electricity, telephone and other utility and fuel charges for which Seller is liable, if any; such charges to be accounted for between Purchaser and Seller apportioned at Closing on the Reconciliation Date basis of the most recent meter reading occurring prior to Closing (hereinafter defined).which Seller shall request to be read not more than three (3) days prior to Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (bf) On the first business day immediately prior fees paid for assignable licenses or permits, if any; and (g) all other ordinary, customary and necessary expenses pertaining to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on operation of the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or together with those expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else unique to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership operation of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser as expenses under the Metrogate Agreement (as defined in Section 11.Y. below) (other than insurance premiums for Seller's insurance policies which shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closingnot be prorated, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller as they will be credited at Closing with the amount cancelled as of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyClosing).

Prorations. (a) Seller shall be responsible for and shall pay all personal property taxes, ad valorem taxes and assessments which are past due or have become due with respect to any of the Restaurant Assets or the Real Property on or before the Closing Date, together with any penalty or interest thereon. The provisions of this Section 14 Seller and Buyer shall survive cause to be prorated through the Closing Date all (i) applicable personal property taxes and ad valorem taxes arising with respect to the Restaurant Assets or the Real Property for the current assessment period and (ii) accrued vacation attributable to Seller's employees (and hired by Buyer) and not yet due or paid as of the Closing Date. Seller shall, at Closing, pay Buyer an amount equal to the Seller's prorated portion of such taxes and/or accrued vacation, and Buyer thereafter shall timely pay such amount to the appropriate taxing authority or employee, respectively. If current tax bills are not available as of the Closing Date, the prior year's tax bills will be merged thereinused for purposes of making a tentative proration at the Closing, and a final proration shall be made promptly when the current tax bills are received. The Seller shall (and the Shareholders shall cause Seller to) remit any additional amounts due to Buyer within sixty (60) days of receipt of written notice thereof from Buyer (which notice shall include reasonable evidence of the taxes owed and a statement of the amount claimed of Seller). The Buyer shall remit to the Seller any excess amounts previously paid by Seller (as well as reasonable evidence of the taxes owed and a statement regarding the excess amounts) promptly upon receiving the current year's tax bills and determining the amount of such excess. (ab) At Except for insurance premiums on the policies being retained by Seller, at the Closing, all normal and customarily proratable prorated items, including, including without limitation, all ad valorem taxes maintenance fees and assessments assessed against the Propertyassessments, rent, prepaid rents Yellow Pages advertisements and other expenses and fees payable under any Leases on prepaid obligations and, to the extent available at Closing, utility services being continued to the Real Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date. Seller (or the landlord under any leases, Seller being as appropriate) shall be charged for and credited with all prorated items up to and including the Closing Date and Buyer shall be charged for and credited with all of same up to such date from and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to Premiums for Seller's insurance will not be prorated since Buyer will not assume the contrary in this Section 14, if the Property has been assessed coverage maintained by Seller. Buyer hereby acknowledges that Buyer will be solely responsible for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesobtaining Buyer's own insurance coverage. (d) At If Buyer desires to have existing utility services continued to the Real Property after the Closing, Buyer shall use its reasonable efforts to make arrangements for such continuation, including advising the provider of such utility services of changes in billing name and address and paying security deposits, if any, are required by the provider of such utility services. Buyer shall be fully responsible and shall pay on time all utility charges after Closing. If Buyer shall not have completed all changes in billing from Seller to Buyer within fifteen (15) days after Closing, Seller willmay, at its election after ten (10) days notice and in its sole discretionopportunity to cure to Buyer, either deliver take actions it deems appropriate to absolve itself of further liability to the utility companies, including but not limited to instructions to terminate services. Whether existing utility services to the Real Property are continued or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Furtherdiscontinued, Seller will be credited at Closing with the amount of any and all deposits held on behalf by the providers of such utility services shall be paid to Seller. (e) The provisions of this Section 1.5 shall survive the Closing. (f) Buyer and Seller by utility companies with respect to the Propertyshall share, co-equally, all real property/title company closing costs including, but not limited to, title insurance, surveys, filing fees and document preparation.

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingTo the extent not included in the Assumed Liabilities, all normal Proration Items and customarily proratable all other items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, that shall be accounted paid by Purchaser or otherwise affect the Business or the Acquired Assets and that relate, in whole or in part, to periods prior to the Effective Time, shall be apportioned to the Effective Time, and representatives of Seller and Purchaser will examine all relevant Books and Records as of the Effective Time in order to make the determination of the apportionments, which determinations shall be calculated in accordance with the past practices of the Business to the extent applicable, provided that for between the purposes of determining whether a particular Tax shall be prorated or allocated to a Pre-Closing Tax Period, Real Property Taxes and Personal Property Taxes shall be prorated or allocated on a per diem basis, and all other Taxes shall be prorated or allocated on the basis of an interim closing of the books of the Business at the Effective Time. The net amount of all Proration Items known by the Parties at Closing will be settled and paid on the Closing Date. In the event that the amount of any of the Proration Items is not known by Seller and Purchaser at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to Seller. After Closing, Purchaser and Seller each shall provide to the other, written notice five (5) Business Days after receipt, of each Third Party invoice relating to any Proration Item so estimated. Within ten (10) business days thereafter, Purchaser and Seller each shall make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the Reconciliation Date (hereinafter defined)Third Party invoice. The Parties shall reasonably cooperate to avoid, to the extent legally possible, the payment of duplicate Personal Property Taxes, and each Party shall furnish, at the request of the other, proof of payment of any Personal Property Taxes or other documentation that is a prerequisite to avoiding payment of a duplicate Tax. (b) On In the first business day immediately prior event that either Party (the "Payor") pays a Proration Item (other than if and to the day extent included in the Assumed Liabilities) for which the other Party (the "Payee") is sixty obligated in whole or in part under this Section 8.3 the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Proration Item, and the Payee shall promptly pay such share to the Payor. In the event either Party (60the "Recipient") days after the Closing Datereceives payments, or such the benefits of payments, of a Proration Item to which the other date as may be agreed upon Party (the "Beneficiary") is entitled in writing by Seller and Purchaser (whole or in any eventpart under this Agreement, the “Reconciliation Date”), Seller hereby agrees Recipient shall promptly pay such amount to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofBeneficiary. (c) Notwithstanding anything else In the event there exists as of the Closing Date any pending appeals of ad valorem Tax assessments with regard to any Acquired Assets, the continued prosecution and/or settlement of such appeals shall be subject to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership direction and control of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to assessments for the Propertyyear within which the Closing occurs.

Prorations. The 11.1 Subject to the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingParagraph 11, all normal revenues and customarily proratable itemsexpenses relating to the Property shall be prorated as of the Close of Escrow. Expenses relating to the Property, including without limitation, real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis, and revenues relating to the Property, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents rentals and other income (including, without limitation, common area charges and operating cost pass throughs) shall be prorated on a cash received basis, subject to the provisions set forth in Paragraph 11.5 below. It is understood that Buyer shall not be entitled to any income or revenue, and shall not be obligated for costs and expenses, under the CRG Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the contrary in the Final CRG Lease). Such proration shall be made as of 11:59 p.m. Pacific Standard Time on the day immediately preceding the Closing Date (the “Proration Time”). Buyer shall be responsible for all real estate tax reassessment and increase as a result of the transactions contemplated under this Agreement. Seller shall be entitled to all tax refunds for periods prior to the Close of Escrow, and Buyer shall remit the same to Seller promptly after receipt; provided, however, that Buyer shall first deduct therefrom any portions thereof which are due to any of the tenants under the Leases and shall remit the same to such tenants. All monthly prorations shall be calculated on actual days of the applicable month and all annual prorations shall be calculated based on a 365-day year. Prior to the Closing Date, Seller and Buyer shall agree upon a schedule of expenses and prorations (“Proration and Expense Schedule”). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than April 30, 2008 (the “Survival Cut-Off Date”). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the parties under this Paragraph 11 shall survive the Close of Escrow through the Survival Cut-Off Date and shall not be merged with the Deed until the expiration of the Survival Cut-Off Date. The foregoing terms of this Paragraph 11.1 are subject to the terms of Paragraphs 11.2 through 11.5 below. 11.2 The leasing commissions, attorneys’ fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with leasing, and improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be the operation sole responsibility of Seller and shall be paid by Seller at or maintenance prior to, or an appropriate credit therefor shall be provided by Seller to Buyer upon, the Close of Escrow; upon such payment and/or credit, Seller shall have no further obligations whatsoever with respect to the amounts and items set forth in such Schedule 11.2. Notwithstanding the foregoing or anything to the contrary, (a) the tenant improvement allowance in the amount of $330,001.42 relating to the space leased by C▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. (the “C▇▇▇▇▇▇ Allowance”) shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any portion of such amount paid by Seller prior to the Close of Escrow (without obligation to do so) shall be credited to Seller upon the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments, whether with respect to base lease term (for Leases or Lease amendments executed after the date hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow; provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG Agreements or any space covered solely by the Final CRG Lease (except as may be set forth to the contrary in the Final CRG Lease). 11.3 As of the Property under Close of Escrow, Seller shall not be responsible for any Service Contracts charges, fees, assessments or otherwiseother amounts relating to utilities, including, without limitation, all utilities servicing those for sewer, electricity, water and gas (the Property“Utility Charges”), which are incurred from and any dues and assessments of home or condominium owners’ associations, after the Closing Date. Buyer shall be prorated between Purchaser responsible to have the applicable utility companies switch service into Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges accruing after the Close of Escrow. Without limiting the foregoing, Seller may instruct any utility company that Seller no longer owns the Property and shall not be responsible for Utility Charges accruing after the Close of Escrow. Additionally, it is understood that Seller, prior to the Close of Escrow, may b▇▇▇ Tenants for electricity/power charges that may not be fully reimbursed to Seller by such Tenants as of the Closing Date, Seller being charged Close of Escrow (the “Utility B▇▇▇ Amounts”). Buyer shall b▇▇▇ and credited for all of same up use reasonable efforts to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for collect any such proratable items for Utility B▇▇▇ Amounts in the year ordinary course of Closing have business (and such Utility B▇▇▇ Amounts shall not yet been madebe forgiven, then any such prorations shall be based upon reduced, deferred, delayed or suspended by Buyer) through the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Survival Cut-Off Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required obligated to initiate engage a collection agency or take legal proceedings in action to collect any such attempt, and such collections, if any, amounts. Buyer shall be accounted entitled to retain ten percent (10%) of the Utility B▇▇▇ Amounts that it collects for between Purchaser and delivery to Seller on hereunder. Seller shall have the Reconciliation Date right to seek collection of any Utility B▇▇▇ Amounts applicable to any period before the Close of Escrow from any Tenants, but shall not have the right to evict Tenants or to terminate or threaten to terminate any such Tenant’s Lease or right to possession of its premises. Any Utility B▇▇▇ Amounts actually collected by Buyer to which Seller is entitled hereunder shall be promptly delivered by Buyer to Seller (hereinafter definedafter deducting the 10% set forth above to which Buyer is entitled). 11.4 Buyer shall be credited and Seller shall be charged with (bbut Seller shall retain as its sole and separate property, notwithstanding any contrary provision in this Agreement) On any security deposits and advanced rentals in the first business day immediately prior nature of security deposits made by the lessees/licensees (the "Tenants”) under the Leases, except to the day which is sixty extent the same have been applied in accordance with the terms of said Leases (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else subject to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership provisions of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.Paragraphs 21.3

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe items described below with respect to each Property shall be apportioned between Transferor and Transferee and shall be prorated on a per diem basis as of 11:59 p.m. of the day before the Closing Date: (i) annual rents, all normal other fixed charges (including prepaid rents), unfixed charges and customarily proratable items, additional rents (including, without limitation, all ad valorem taxes on account of taxes, porter's wage, electricity and assessments assessed against percentage rent), in each case paid ▇▇▇▇▇ ▇▇e Leases (it being agreed that any such amounts not paid prior to the PropertyClosing Date shall not be apportioned but shall be dealt with in accordance with the provisions of Section 5.2); (ii) amounts payable under the Contracts to be assigned to Transferee; (iii) real estate taxes, prepaid rents vault taxes, water charges and sewer rents, if any, on the basis of the fiscal year for which assessed; (iv) fuel; electric and other expenses utility costs; (v) assessments, if any, provided that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements shall be paid by Transferor if due and fees payable prior to the Closing and by Transferee if due and payable subsequent to the Closing; (vi) rents payable under any Leases the Ground Lease; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; and (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located. (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Transferor and Transferee shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing Date occurs. (c) If there is a water or other utility meter(s) on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Transferor shall be prorated between Purchaser and Seller as of furnish a reading to a date not more than thirty (30) days prior to the Closing Date, Seller being charged and credited the unfixed meter charge and the unfixed sewer rent, if any, based thereon for all the intervening time shall be apportioned on the basis of same up to such date and Purchaser being charged and credited for all of same on and after such datelast reading. If Transferor cannot readily obtain such a current reading, the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations apportionment shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesmost recent reading. (d) At the Closing, Seller willif Transferee elects to take an assignment of any utility deposit made by Transferor with any utility company, at then Transferee shall reimburse Transferor for such utility deposit and Transferor shall execute such documents as may be required to assign its election rights in such deposits to Transferee and provide such utility companies with notice of such assignment, if necessary (in its sole discretion, either deliver or credit each case in form and substance reasonably satisfactory to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the PropertyTransferee). Seller will have no responsibility for security Any utility deposits not held so assigned to Transferee shall be refunded to Transferor. (e) At the Closing, (i) the cost of tenant improvements actually paid for by Seller at Closing. Further, Seller will be credited at Closing with Transferor and the amount of any allowance in respect of tenant improvements actually paid by the Transferor during the period of time from and all deposits held on behalf after the date hereof until the date of Seller the Closing (such period, the "Executory Period") and (ii) any leasing commissions actually paid by utility companies with respect the Transferor during the Executory Period shall be apportioned as follows: (A) Transferee shall receive a credit to the Propertyextent the amounts for such tenant improvement costs, allowances or leasing commissions shown on the business plan attached as Exhibit M (the "Business Plan") exceed the amounts actually expended by Transferor for such costs, allowances or commissions during the Executory Period. (B) Transferor shall receive a credit to the extent the amounts actually expended by Transferor for such costs, allowances or commissions during the Executory Period exceed the amounts for such costs, allowances or commissions shown on the Business Plan.

Prorations. The provisions of this Section 14 shall survive Closing a. Except as provided in the Interim Management Agreement, on and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Commencement Date, Seller being charged Current Operators and credited for all of same up New Operators shall prorate revenues and expenses pertaining to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Facilities, utility charges for the year billing period in which the Commencement Date occurs, Assumed Contracts, prepaid income and expenses, the applicable state bed taxes or assessments, Provider Taxes and other related items of Closing have not yet been made, then any such revenue or expense attributable to the Facilities. b. All prorations between the parties shall be made on the basis of actual days elapsed in the relevant accounting or revenue period and shall be based upon on the prior year’s assessmentsmost recent information available to the parties hereto. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final Utility charges which are not metered and not adjustable. No prorations read on the Commencement Date shall be made in relation to rents not collected as estimated based on prior charges, and shall be re-prorated within five (5) business days after receipt of statements therefor. Current Operators and New Operators shall jointly arrange for the turnover of the Closing Dateutility services, but Purchaser Current Operators shall make a commercially reasonable attempt not arrange to collect the same for Seller's benefit after Closingterminate any utility services without New Operators’ written consent, but which shall not be required unreasonably withheld, delayed or conditioned. c. Except as otherwise set forth herein, all amounts owing from one party hereto to initiate legal proceedings in such attempt, and such collections, if any, the other party hereto that require adjustment after the Commencement Date shall be accounted for between Purchaser and Seller on the Reconciliation Date settled within thirty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6030) days after the Closing DateCommencement Date or, or in the event the information necessary for such other date as may be agreed upon in writing by Seller and Purchaser adjustment is not available within said thirty (in any event30) day period, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects within five (i5) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year business days of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch information being available. (c) d. Notwithstanding anything else to the contrary in this Section 14contained herein, if to the Property has been assessed for property tax purposes at such rates as would result in reassessment extent Current Operators or New Operators obtain any American Rescue Plan Act (i.e.“ARPA”) grant funding that covers both the period prior to the Commencement Date and after the Commencement Date, "roll-back" taxesCurrent Operators and New Operators shall prorate the funds among the applicable party and pay any amounts owed to the other party within five (5) based upon a change in land usage or ownership business days of receipt of the Property, Purchaser hereby agrees funds. Current Operators and New Operators shall reasonable cooperate to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing come up with the amount of any and all deposits held on behalf of Seller by utility companies with respect a mutually agreeable Long Term Care Program Facility Budget to the Propertyextent required for the receipt of ARPA funds.

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

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

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

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe items described below with respect to each Property shall be apportioned between Seller and Purchaser and shall be prorated on a per diem basis as of 11:59 p.m. of the day before the Closing Date: (i) annual rents, all normal other fixed charges (including prepaid rents), unfixed charges and customarily proratable items, additional rents (including, without limitation, all ad valorem taxes on account of taxes, ▇▇▇▇▇▇’▇ wage, electricity and assessments assessed against percentage rent), in each case paid under the PropertyLeases (it being agreed that any such amounts not paid prior to the Closing Date shall not be apportioned but shall be dealt with in accordance with the provisions of Section 2.6); (ii) amounts payable under the Contracts to be assigned to Purchaser; (iii) real estate taxes, prepaid rents vault taxes, water charges and sewer rents, if any, on the basis of the fiscal year for which assessed; (iv) fuel, electric and other expenses utility costs; (v) payments of interest on any Loan Asset actually made for the month in which the Closing occurs as well as payments of accrued and fees unpaid interest and other sums and charges due and payable under the Loan Assets for which the Applicable Party shall receive a credit at Closing; (vi) assessments, if any, provided that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements paid by Seller or the Applicable Party if due and payable prior to the Closing and by Purchaser if due and payable subsequent to the Closing; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located; and (x) Rent abatements, free rent, rent concessions, tenant improvement allowances, tenant improvement work and leasing brokerage commissions, if any, payable under or in respect of any and all Leases on entered into at any time prior to the PropertyClosing shall be allocated to, prepaid and accrued but are hereby expressly assumed by, Purchaser. All leasing brokerage commissions (or unpaid expenses incurred installments thereof) due and payable under or in connection respect of any renewal, extension or expansion option provided for in any Lease shall be allocated to, and are hereby expressly assumed by, Purchaser. Purchaser shall pay to Seller at Closing the excess of (A) the aggregate cost of all capital improvements, all tenant improvement work, all tenant improvement allowances and all leasing brokerage commissions undertaken with respect to the Assets after the date hereof over (B) [$ .] After Closing the parties agree to reconcile the amounts of all leasing brokerage commissions, all tenant improvement allowances, all tenant improvement work, all development assets and all capital improvements undertaken with the operation or maintenance respect to the Assets after the date hereof and agree to reapportion any amounts owed between the parties pursuant to this section. If any amounts are payable hereunder of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Dateafter Closing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of agree that the party that owes such amount shall remit the same on and promptly after such datea final determination has been made. If the assessments parties can not agree on a final determination the parties agree that the dispute shall be submitted to an Expedited Arbitration Proceeding. (xi) Purchaser shall receive a credit at Closing equal to the amount of principal, if any, repaid in reduction of the outstanding principal balance of any Loan Asset between the date hereof and Closing. (xii) Purchaser shall receive a credit at Closing equal to the outstanding principal balance of any Existing Debt encumbering the Assets actually purchased by Purchaser or a designee, but not for any capitalized interest, accrued and unpaid interest, default interest, sums and other charges due and owing. (xiii) [In addition, if the 221 ($20,000,000) loan, the ▇▇▇▇▇ Plaza ($10,000,000) loan and the Computer Associates ($13,200,000) loan are funded prior to the Closing Date at Closing Seller shall be entitled to a credit in the amount of the outstanding principal balance of such proratable items loans plus accrued and unpaid interest and other sums and charges thereon they will be sold at par plus accrued and unpaid interest.] (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Seller and Purchaser shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing have Date occurs. (c) If there is a water or other utility meter(s) on a Property, Seller shall or shall cause the Applicable Party to furnish a reading to a date not yet been mademore than thirty (30) days prior to the Closing Date and the unfixed meter charge and the unfixed sewer rent, then any if any, based thereon for the intervening time shall be apportioned on the basis of such prorations last reading. If Seller or the Applicable Party cannot readily obtain such a current reading, the apportionment shall be based upon the prior year’s assessments. Except as set forth in Section 14(bmost recent reading. (d) hereinbelowAt the Closing, all such prorations will be final and not adjustable. No prorations shall be if Purchaser elects to take an assignment of any utility deposit made in relation to rents not collected as of by Seller or the Closing DateApplicable Party with any utility company, but then Purchaser shall make a commercially reasonable attempt reimburse Seller for such utility deposit and Seller shall or shall cause the Applicable Party to collect the same for Seller's benefit after Closing, but shall not execute such documents as may be required to initiate legal proceedings assign its rights in such attempt, deposits to Purchaser and provide such collectionsutility companies with notice of such assignment, if any, necessary (in each case in form and substance reasonably satisfactory to Purchaser). Any utility deposits not so assigned to Purchaser shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)refunded to Seller. (be) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser shall prepare an agreement (in any event, the “Reconciliation DateProration Agreement”), ) setting forth on a Property-by-Property basis in reasonable detail the prorations described in this Section 2.5 and stating the net amount owed to Seller hereby agrees to cause to be paid to or Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment on account thereof. Seller and Purchaser shall execute and deliver the Proration Agreement as provided in an amount Section 2.4. (f) If any of the items described above cannot be apportioned at the Closing because of the unavailability of the amounts which reflects (i) net adjustments are to any prorations made be apportioned or otherwise, or are incorrectly apportioned at Closing under Section 14.(a)the Closing, aboveor subsequent thereto, such items shall be apportioned or reapportioned, as to (a) any and all rents delinquent and unpaid on the case may be, as soon as practicable after the Closing Date and subsequently collected by Purchaseror the date such error is discovered, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofas applicable. (cg) Notwithstanding anything else With respect to Sold Equity Interests, the contrary parties shall make the adjustments in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies 2.5 only with respect to the PropertyApplicable Party’s percentage ownership interest in the applicable Subsidiary. (h) The provisions of this Section 2.5 shall survive the Closing.

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

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

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

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

Prorations. The provisions 12.1. Rents (exclusive of this Section 14 shall survive Closing delinquent rents, but including prepaid rents); refundable security deposits and, if applicable under the laws of the State of North Carolina, interest thereon (which will be assigned to and not be merged therein. (a) At assumed by Purchaser and credited to Purchaser at Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents ); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes, operating expenses and fees payable under which are reimbursable by the tenants for the period prior to the Closing Date less any Leases on amount previously paid by the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Tenants shall be prorated between Purchaser credited to Seller; and Seller other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, Seller being charged and credited for all against the balance of same up the cash due at Closing. Assessments payable in installments which are due subsequent to such date and Purchaser being charged and credited for all of same on and after such datethe Closing Date shall be paid by Purchaser. If the assessments for amount of any such proratable of the items for to be prorated is not then ascertainable, the year of Closing have not yet been made, then any such prorations adjustments thereof shall be based upon on the prior year’s assessmentsbasis of the most recent ascertainable data. Except as set forth in Section 14(b) hereinbelowIn addition, subject to the provisions of Paragraph 25 below, Purchaser shall give Seller a credit at closing for all such escrows, reserves and holdbacks held by the lender under the Loan Documents, which escrows, reserves and holdbacks shall be assigned to Purchaser. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and not adjustable. No prorations shall be made in relation to rents not collected as of including the Closing Date, but after the payment to Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anyof all current basic rent, shall be accounted for between 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 and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to the day which is sixty (60) Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, or such other date as may be agreed upon in writing by Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and Purchaser (not previously delivered to Seller in any eventaccordance 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 “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, as Purchaser shall pay to Seller said additional Post-Closing Receipts and the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, delivery and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership recording of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesdeed. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

Prorations. Purchaser and Seller shall apportion as of 12:01 am eastern time on the day of the Closing (so that Purchaser receives the income generated by the Project and bears the expenses for the Project for the day of Closing), the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of obligations set forth in this Section 14 14.1 shall survive the Closing for a period of one (1) year. The items to be adjusted are: 14.1.1. city, state, county, school, ad valorem taxes and other assessments that have accrued with respect to the tax year in which the Closing occurs (it being understood that Seller shall be solely responsible (and Purchaser shall receive a credit against the Purchase Price) for any such taxes or assessments that have accrued as of the Closing but do not become due and payable until after the Closing); should such proration be inaccurate based on the actual millage set forth on the ad valorem tax b▇▇▇ if the current tax b▇▇▇ has not been received by the date of the Closing, either party may demand after the date of Closing, that such taxes and assessments be re-prorated based on the actual b▇▇▇ and shall be entitled to receive upon demand, any amount owing to such party based on such re-proration; 14.1.2. all base rent, percentage rent and additional rent and similar charges to the extent collected by Seller. Any base rent, percentage rent, additional rent or other charges received from a Tenant after the Closing shall be applied in the following order of priority: (i) First, to any rents then owing for any calendar month or months following the calendar month in which the Closing occurred; and (ii) Second, to the rents owing for the calendar month in which the Closing occurred; and (iii) Third, to rents owing for any calendar month or months preceding the calendar month in which the Closing occurred until the Tenant, under the applicable Lease, is current. For a period of ninety (90) days after the Closing, Purchaser shall b▇▇▇ Tenants for all amounts due under their Leases accruing prior to the Closing (including, without limitation, base rent, additional rent, percentage rent or other Tenant charges for the year 2016) and shall use reasonable efforts to collect from Tenants any base rent, additional rent, percentage rent or other Tenant charges owing with respect to the period prior to the Closing. To the extent delinquent amounts for base rents, additional rents, percentage rents and other tenant charges for the period prior to the Closing (“Delinquent Rents”) are collected by Purchaser, subject to clauses (i), (ii) and (iii) above, such amounts shall be paid to Seller no later than thirty (30) days following the date on which such amounts have been received by Purchaser or its agent. Purchaser shall not be merged thereinobligated to expend any funds or commence legal proceedings to collect any Delinquent Rents. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any Delinquent Rents without Purchaser’s prior written consent. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases Purchaser shall be entitled to a pro rata portion of such percentage rent payment based on the Property, prepaid number of days within the applicable percentage rent fiscal year period that Purchaser owned the Project and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On Seller shall be entitled to a pro rata portion of such percentage rent payment based on the first business day immediately prior to number of days within the day which is applicable percentage rent period that Seller owned the Project. No later than sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Final Adjustment Date”), Seller hereby agrees and Purchaser shall make a final adjustment in accordance with the provisions of this Section 14.1 of percentage rent and other items of additional rents for which final adjustments or prorations could not be determined at the Closing, if any, because of the lack of actual statements, bills or invoices for the current period, the year-end adjustment of common area maintenance, taxes and like items, the unavailability of final sales figures or amounts for percentage rent or any other reason. Except to cause the extent otherwise provided in Section 14.1.3, any net adjustment in favor of Purchaser or Seller is to be paid in cash by the other no later than thirty (30) days after such final adjustment has been made. 14.1.3. To the extent Tenants pay monthly estimates of common area maintenance charges, central plant charges, taxes and similar expenses (collectively, “Charges”) with an adjustment at the end of each fiscal year applicable to PurchaserCharges, or Purchaser hereby agrees to pay to they shall be prorated in accordance with this Section 14.1.3. Until the adjustment described in this Section 14.1.3 is made, all amounts received by Seller as interim payments of Charges before the Closing Date shall be retained by Seller, except that all interim payments received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Purchaser based upon the number of days in that month and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. All amounts received by Purchaser as interim payments of Charges on or after the Closing Date shall be retained by Purchaser until year end adjustment and determination of Seller’s allocable share thereof except to the extent provided in Section 14.1.2 above. No later than the Final Adjustment Date, Seller’s allocable share of actual Charges for Leases in effect as of the Closing Date shall be determined by multiplying the total payments due from each Tenant for such fiscal year (the sum of estimated payments plus or minus year-end adjustments) by a fraction, the numerator of which is Seller’s actual cost of providing common area maintenance services and taxes (as the case may be) prior to the Closing Date (within that portion of the fiscal year prior to the Closing Date in which the applicable Lease is in effect), and the denominator of which is the cost of providing such services and paying such taxes for the entire fiscal year (or that portion of the fiscal year in which the applicable Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Purchaser of the excess owed Purchaser, such excess to Purchaser. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share (the “Seller Shortfall”), Purchaser shall use reasonable efforts for a payment in an amount which reflects period of ninety (i90) net adjustments days after the Final Adjustment Date to collect the Seller Shortfall from the Tenants of the Property and, to the extent collected by Purchaser, Purchaser shall promptly remit the Seller Shortfall to Seller. Purchaser shall not be obligated to expend any funds or commence legal proceedings to collect any Seller Shortfall. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any prorations made at Closing under Section 14.(a), above, as to (a) any Seller Shortfall. 14.1.4. All other income and all rents delinquent operating expenses of the Project for the assumed Contracts and unpaid on public utility charges and charges and/or payments under the REAs with respect to the Project shall be prorated in accordance with Section 14.1, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final b▇▇▇ to Seller with Purchaser being designated the billing party in lieu of Seller for all utilities that may be in the name of Seller from and after the Closing Date. Notwithstanding anything herein to the contrary, any management and/or leasing agreement, if any, for the Property shall be terminated as of the Closing Date and subsequently collected there shall be no apportionment of any fees or charges relating thereto. 14.1.5. At Closing, any prepaid rents (for periods occurring after the Closing Date) and, to the extent that Seller has received the same, security deposits under the Leases (together with any interest accrued thereon) shall be transferred to Purchaser either directly or by way of a credit in favor of Purchaser. 14.1.6. If, at Closing, the Property or any part thereof shall have been affected by an assessment or assessments, which are or may become payable in annual installments, of which the first installment is then a charge or lien, then for the purposes of this Agreement, all the unpaid installments of any such assessment due and payable in calendar years prior to the year in which the Closing occurs shall be paid by Seller and all installments becoming due and payable after the Closing shall be assumed and paid by Purchaser, except, however, that any installments which are due and payable in the calendar year in which the Closing occurs shall be adjusted pro rata. However, if such an assessment or assessments is required to be paid in one lump sum payment, then to the extent such assessment(s) is for improvements in place as of the date of this Agreement, then such assessment(s) shall be paid by Seller but if such assessment(s) is for improvements to be made subsequent to the date of Closing, then the same shall be paid by Purchaser. 14.1.7. Any unpaid tenant improvement costs or allowances, free rent periods or rental abatements, concessions and other inducements and all brokerage commissions relating to the Leases listed on Schedule “1.5” hereto, and any amounts owing by Seller pursuant to Section 9.2 hereof shall be the obligation of Seller and shall be paid at Closing or Purchaser shall receive a credit against the Purchase Price for any such amount(s) not paid. 14.1.8. At Closing, Purchaser shall receive a credit against the Purchase Price for (bi) any savings resulting from any tax abatements on amounts paid to Seller, if any, by Tenants, merchants and other associations for promotional funds, and other similar contributions or payments applicable to periods after the Property Closing Date or otherwise pro rata for the year of month in which the Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardoccurs, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually funds held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyoutstanding gift certificates, if any.

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, The following items shall be prorated between Seller and Purchaser and Seller 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) city, Seller being charged state, and credited county ad valorem taxes for all the year in which the Closing occurs based on the ad valorem tax bills for the Purchased Property, if then available for such year, or if not, then on the basis of same up 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 and should such proration prove to such date and Purchaser being charged and credited be inaccurate on receipt of the ad valorem tax b▇▇▇ for all of same on and after such date. If the assessments for any such proratable items Purchased Property for the year of Closing have not yet been madeClosing, 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 prorations shall be based upon malapportionment); (ii) sanitary sewer taxes and utility charges, if any; provided, however, that Purchaser shall, prior to Closing, make arrangements for its own utility services and accounts to the prior year’s assessments. Except extent reasonably possible and sufficiently in advance of Closing so as set forth in Section 14(b) hereinbelow, to allow the provider thereof to read all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected meters for utility charges as of the end of the last business day preceding the Closing Date and terminate Seller's service without interruption of service to the Facility, 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, but Purchaser shall make a commercially reasonable attempt to collect ; (iii) all payment obligations under the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Assumed Contracts and such collectionsLeases; and (iv) resident rents and other revenues (including Prepaids and Deposits, if any, shall be accounted for between ). Purchaser and Seller on shall prepare a proposed schedule (the Reconciliation Date “Proration Schedule”) prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to the Purchased Property. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (hereinafter defined)2) business days prior to Closing. (b) On Seller shall receive all income from the first business day immediately Purchased Property attributable to the period prior to the day Proration Date (as herein defined) 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 forward such payment to Seller. For the first three (3) months following the Proration Date, any payments received from a resident shall be allocated first to any current balances due from such resident for the then-current month, and then toward the oldest sums due from such resident. After such three-month period, Purchaser may allocate the entire amount of any payments received from a resident to current balances from such resident that have accrued subsequent to the Proration Date and shall thereafter forward any additional amounts attributable to past-due amounts accruing prior to the Proration Date to Seller. For clarity's sake with respect to the St. Petersburg Facility, the parties agree that amounts received from third party payors such as Medicare and Medicaid shall be applied to the periods for which such payment is sixty remitted as stated thereon, and the amount thereof promptly forwarded to the party (60Seller or Purchaser) entitled to the benefit of income from such Facility for the period as to which such third party payment was paid. (c) Purchaser shall receive all income from the 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 (or any other payment due Purchaser) for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) The parties agree that any amounts that may become due under this Section 3.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within ninety (90) days after the Closing Date, or Date and any amounts due at that time shall be promptly forwarded to the respective party to whom such other date as amounts are due in a lump sum payment. Any additional amounts which may become due after such determination shall be agreed upon in writing by Seller and Purchaser forwarded at the time they are received. Any amounts due under this Section 3.4 which cannot be determined within ninety (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i90) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and subsequently collected by Purchaser, and (b) Seller agree that each shall have the right to audit the records of the other in connection with any savings resulting from any tax abatements on the Property for the year of such post-Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else reconciliation. Any payments made pursuant to the contrary in this Section 14, if the Property has been assessed 3.4 shall be treated as a purchase price adjustment for property income tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespurposes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

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

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

Prorations. The provisions following items shall be prorated, adjusted, and apportioned between CSXT and DRPT as of this Section 14 shall survive Closing 12:01 a.m. on Sale Date 1, Sale Date 2 and not Sale Date 3, as applicable: 2.4.1 With regard to the portions of the Segments located in the Commonwealth of Virginia, the Parties acknowledge that, pursuant to § 58.1-3360 of the Code of Virginia (1950), as amended, CSXT should be merged therein. (a) At Closingrelieved from the payment of city, all normal county and customarily proratable items, including, without limitation, all town ad valorem taxes from and assessments after the Closing for the sale of each such Segment and therefore no proration of such taxes should be necessary; provided, however, that if, for all or any portion of the period beginning on Sale Date 1 and ending upon the conversion of the Passenger Easement into all of CSXT’s right, title and interest in Segment 1 by the recordation of Deeds of Confirmation (the “Passenger Easement Period”), any city, county or town in which the RF&P Corridor is located (each, an “Assessing Jurisdiction”) continues to assess CSXT for ad valorem taxes applicable to the portion of Segment 1 located in such Assessing Jurisdiction, DRPT shall pay to CSXT, within thirty (30) days after receipt from CSXT of a copy of each relevant tax statement issued by such Assessing Jurisdiction, a pro rata share of the ad valorem taxes assessed against the RF&P Corridor in such Assessing Jurisdiction. Such pro rata share of the ad valorem taxes to be paid by DRPT shall equal the sum of (i) as to taxes assessed on “operating land” (as such term is used by the Virginia Department of Taxation (“VDT”) in its annual statement of assessed value for railroads), the percentage of such taxes obtained by dividing the acreage of the operating land in Segment 1 in such Assessing Jurisdiction by the acreage of the operating land in the RF&P Corridor in such Assessing Jurisdiction, such acreage to be determined from the Enhanced Valuation Maps, (ii) as to taxes assessed on “roadway and track,” (as such term is used by VDT), the percentage of such taxes obtained by dividing the miles of roadway and track to be conveyed to DRPT, as described in Exhibit B-4 (Appurtenant Property), prepaid rents and located in the Assessing Jurisdiction by the miles of all roadway and track located in the RF&P Corridor in such Assessing Jurisdiction. The ad valorem taxes assessed for any “operating improvements,” “telephone, power and water lines,” “machinery, furniture & other expenses equipment” and fees payable under “materials and supplies” (as such terms are used by VDT) located in the RF&P Corridor shall be paid solely by CSXT. 2.4.2 With regard to the portion of Segment 1 located in the District of Columbia and the portion of Segment 2 located in the State of North Carolina, if the applicable law regarding the assessment of ad valorem taxes provides that such portions of such Segments are exempt from the payment of such taxes from and after the Closing for the sale of such Segments to DRPT, such taxes shall not be prorated and CSXT shall be solely responsible for payment of the same if such law requires the taxing authority to refund any Leases such taxes that were paid and are attributable to the period from the applicable Sale Date to the last day of the calendar year or other applicable tax period in which such Sale Date occurs. However, if (i) the applicable law in the District of Columbia or the State of North Carolina does not provide for such exemption or (ii) the applicable law in the District of Columbia or the State of North Carolina provides for such exemption but does not require the taxing authority to refund any such taxes that were paid and are attributable to the period from the applicable Sale Date to the last day of the calendar year or other applicable tax period in which such Sale Date occurs, then ad valorem taxes for the calendar year or other applicable tax period in which the applicable Sale Date occurs shall be prorated between the Parties based on the Propertyad valorem tax bill for the relevant Segment if then available for such year, prepaid and accrued but unpaid expenses incurred in connection with or if not, then on the operation or maintenance basis of the Property under ad valorem tax bill for the immediately preceding year (should such proration prove to be inaccurate on receipt of the ad valorem tax bill for the year of the applicable Sale Date, either CSXT or DRPT, as applicable, shall pay, promptly after written demand from the other Party made within one (1) year after the date of receipt of such tax bill, an amount necessary to correct such malapportionment). Notwithstanding the foregoing if, for all or any Service Contracts portion of the Passenger Easement Period, the District of Columbia continues to assess CSXT for ad valorem taxes applicable to the portion of Segment 1 located in the District of Columbia, DRPT shall pay to CSXT, within thirty (30) days after receipt from CSXT of a copy of each relevant tax statement issued by the District of Columbia, a pro rata share of the ad valorem taxes assessed against the RF&P Corridor in the District of Columbia, such pro rata share to be determined in a manner comparable to the manner in which the pro rata share of such taxes for the portion of the RF&P Corridor in the Commonwealth of Virginia is determined. Only ad valorem taxes assessed by the District of Columbia or otherwisethe State of North Carolina against roadway and track, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsoperating land, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such dateParties. If the District of Columbia or the State of North Carolina does not break out assessments for of railroad property according to such categories, CSXT and DRPT shall estimate the portion of ad valorem assessments attributable thereto. 2.4.3 Any and all other assessments and special assessments of any such proratable items type for the year relevant Segment to the extent applicable to a period that begins before the applicable Sale Date and ends on or after the Sale Date. 2.4.4 All other rental, income taxes, utilities, charges and assessments customarily prorated in commercial real estate transactions in the Richmond, Virginia area. 2.4.5 For the avoidance of Closing have not yet been madedoubt, then any such prorations shall be based upon on the prior year’s assessments. Except as set forth amounts that otherwise would be payable by CSXT in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as the absence of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)conveyance. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to this Section 9 below, all normal revenues and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against expenses of the Property, prepaid rents including without limitation real property taxes, special taxes, assessments (if any) shall be prorated and other expenses apportioned between Buyer and fees payable under any Leases Seller as of 12:01 a.m. on the PropertyClosing Date, prepaid and accrued but unpaid so that Seller bears all expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing respect to the Property, and has the benefit of all income with respect to the Property, through and including the date immediately preceding the Closing Date, and Buyer bears all expenses with respect to the Property, and has the benefit of all income with respect to the Property on and after the Closing Date. If any dues portion of the Property is affected by any assessment or other charge, whether for taxes or bonds, or interest thereon, which is or may become payable in installments, and assessments an installment payment of home or condominium owners’ associationssuch assessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received for the Property, then such installment shall be prorated between Purchaser and Seller as of the Closing Date; and if any such assessment or other charge is not payable in installments or are not billed as part of the annual ad valorem property tax ▇▇▇▇ for the Property, shall be paid in full (if any) by Seller at the Closing. Notwithstanding the foregoing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, solely responsible for clearing all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionspossessory interest taxes, if any, shall from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax ▇▇▇▇ will be accounted for between Purchaser and Seller on made by the Reconciliation Date (hereinafter defined)parties outside of this Escrow within the time required by Section 9(b) below. (b) On Subject to Section 9(a) above, if any of the first business day immediately prior items to be prorated as of Closing cannot be finally determined as of Closing, the day which is sixty prorations shall be made at Closing based on the last available information, and post-closing adjustments between Buyer and Seller shall be made within twenty (6020) days after the Closing Date, or such other date as may be agreed upon in writing by Seller that the actual amounts are determined and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as owing party is provided with notice of the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaserdue, and if payment is not made within this twenty (20) day period the party owing such sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from date of delivery of the notice of amount due to the date of payment. This subsection (b) any savings resulting from any tax abatements on shall survive the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in New Orleans County, Louisiana, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingTo the extent not included in the calculations of Closing Net Working Capital, Closing Indebtedness, or Closing Transaction Expenses or otherwise prorated pursuant to this Agreement, all normal and customarily proratable items(i) water, includingsewer, without limitationelectricity, all ad valorem taxes and assessments assessed against the Property, prepaid rents gas and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsutility charges, if any, applicable to the Business, (ii) payments or receipts applicable to the Assets, including under the Assumed Contracts, and (iii) ad valorem taxes imposed upon the Assets (collectively, the “Proration Items”) that relate, in whole or in part, to periods prior to the Effective Time, shall be accounted for between apportioned to the Effective Time, and Representatives of the Seller Parties and Purchaser will examine all relevant books and records of the Business as of the Effective Time in order to make the determination of the apportionments. The net amount of all Proration Items will be settled and paid on the Closing Date. In the event that the amount of any of the Proration Items is not known by the Seller Parties and Purchaser at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to the Seller Parties. After Closing, Purchaser, on the one hand, and the Seller Parties, on the other hand, shall provide to the other party written notice five (5) Business Days after receipt of any third-party invoice relating to any Proration Item so estimated. Within ten (10) Business Days thereafter, Purchaser and the Seller Parties shall each make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the Reconciliation Date (hereinafter defined)applicable third-party invoice. (b) On In the first business day immediately prior event that either a Seller Party or Purchaser pays a Proration Item (the “Payor”) (other than if and to the day extent included in the Assumed Liabilities) for which the other party (the “Payee”) is sixty obligated in whole or in part under this Section 1.12, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee’s proportionate share of such Proration Item, and the Payee shall promptly pay such share to the Payor. In the event either party (60the “Recipient”) days after the Closing Datereceives payments, or such the benefits of payments, of a Proration Item to which the other date as may be agreed upon party (the “Beneficiary”) is entitled in writing by Seller and Purchaser (whole or in any eventpart under this Agreement, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to Recipient shall promptly pay to Seller, as the case may be, a payment in an such amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesBeneficiary. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseshall be apportioned as of 12:01 a.m. on the Closing Date, including, without limitation, with Purchaser being deemed to be the owner of its Undivided Interest in the Property during the entire day on which the Closing Date occurs and being entitled to receive its share of all utilities servicing revenue of the Property, and being obligated to pay its share of all expenses of the Property, with respect to such day. All prorations and apportionments hereunder shall be based upon Seller’s Undivided Interest in the Property. (i) Such prorated items shall include the following: (A) all rents and any dues other income with respect to the Property received by the Closing Date, if any, and for the month in which the Closing occurs. Such proration of rents shall be based on a rent roll updated by Seller not less than one (1) day prior to the Closing Date; (B) taxes and assessments (including personal property taxes) levied against the Property; (C) subject to rights under Leases regarding payments or prorations of home utility payments by tenants (which will be governed by the rent proration provision described in Section 12(a)(i)(A) above), utility charges for which Seller is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than fifteen (15) days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (D) any other operating expenses or condominium owners’ associationsother items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (ii) Notwithstanding anything contained in this Section 12, the following shall apply: (A) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be prorated between paid by Seller at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, Purchaser shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by Seller. In the event that Seller as of has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, Seller being charged shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for which a credit was given or a proration was made at the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but the parties shall not be required adjust the differences between them promptly upon demand being made therefor by either Seller or Purchaser. If, after the Closing, any additional real estate taxes or assessments applicable to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately period prior to the day which is sixty (60) days Closing Date are levied for any reason, including back assessments or escape assessments, then Seller shall pay all such additional amounts. If, after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”)Closing, Seller hereby agrees or Purchaser receive any property tax refunds regarding any Property relating to cause a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, Purchaser for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, Seller. Purchaser shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (B) Charges referred to in Section 12.2(a)(i)(C) which are payable by any tenant directly to a payment in an amount which reflects (i) net adjustments third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any prorations made of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of such charges. As to utilities and other operating expenses for which Seller is responsible, Seller may upon notice to Purchaser elect to pay one or more of all of said items accrued to the date fixed for apportionment pursuant to this Agreement directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (C) Purchaser shall take all steps necessary to effectuate the transfer of all utilities to the name of Purchaser as of Closing, where necessary, post deposits with the utility companies, and provide Seller with written evidence of the transfer at or prior to Closing. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (D) Unpaid rent from a tenant delinquent at Closing under Section 14.(a), above, collected by Purchaser or Seller after the date of Closing shall be delivered as to follows: (a) if Seller collects any and all rents such unpaid delinquent and unpaid on rent, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of the Closing Date and subsequently collected by Purchaserany period thereafter, and (b) if Purchaser collects any savings resulting from such unpaid delinquent rent, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any tax abatements on such rent to which Seller are entitled hereunder relating to the Property for period prior to the year date of Closing. The parties agree that (i) all rent received by Seller or Purchaser within the first thirty (30) day period after the date of Closing resulting from a challenge brought by either party hereto tenant delinquent at Closing shall be applied first to delinquent rent, if any, in the order of their maturity, and the costs or expenses incurred by the challenging party in that regardthen to current rent, and (ii) any costs all rent received by Seller or Purchaser after the first thirty (30) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to current rent and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else then to the contrary in this Section 14delinquent rent, if any, in the Property has been assessed for property tax purposes at such rates as would result inverse order of maturity. Purchaser will endeavor after Closing to collect all rents in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership the usual course of Purchaser’s operation of the Property, but Purchaser hereby agrees will not be obligated to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.institute any lawsuit or other collection procedures to collect delinquent rents, except in Purchaser’s sole discretion; (dE) At After Closing, Seller willshall be responsible for preparing a reconciliation of common area maintenance (the “CAM”) payments made by tenants under the Leases for calendar year 2011 and prior to Closing, at its election in accordance with the Leases. To the extent CAM payments made by tenants on or after [ ] and in its sole discretion, either deliver or credit prior to Purchaser any and all tenant security deposits then actually held Closing (the “Pre-Closing Payments”) exceed common area expenses for the Property paid by Seller under Leases covering during such period, as reasonably determined by Purchaser after the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will pay such excess amounts to Purchaser within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. To the extent the Pre-Closing Payments are less than the common area expenses for the Property paid by Seller during such period, as reasonably determined by Purchaser after the Closing, Purchaser will pay such amounts to Seller within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. Purchaser shall make such determination as soon as possible after the Closing and in all events on or before the date required under the Leases; (F) The net proration credit to or charge against Seller on account of the prorations adjustments to be credited at made upon the Closing with shall be reflected through an adjustment to cash portion of the amount Purchase Consideration. Any other proration adjustments made following the Closing shall be made in cash; and (G) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as is soon after the Closing Date as feasible. Either party owing the other party a sum of any and all deposits held money based on behalf of Seller by utility companies with respect such subsequent proration(s) shall promptly pay said sum to the Propertyother party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within ten (10) business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, Purchaser shall prepare a final proration statement which shall be conclusively deemed to be accurate and final absent manifest error.

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

Prorations. The provisions of this Section 14 following adjustments to the Purchase Price paid hereunder shall survive be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing and not be merged therein.Date: (a) At All real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other installments of special assessments not yet due and payable shall be paid by Purchaser. If at the time of Closing the tax rate or the assessed 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 normal necessary adjustments by appropriate payments between themselves following the Closing, and customarily proratable itemsthis provision shall survive Closing. (b) Current rents, advance rentals (but only to the extent actually received by Seller) and other income from the Property including, without limitation, all ad valorem taxes and assessments assessed against the PropertyPass Through Expenses (collectively, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, "Rents") shall be prorated between Seller and Purchaser and at Closing based upon such amounts actually collected by Seller as of the Closing Date. All collected Rents for the month in which the Closing occurs shall be prorated as of the Closing Date. All Rents which are due but uncollected as of the Closing Date (the "Delinquent Rents") shall not be prorated at Closing, but shall be paid to the party entitled to receive such Delinquent Rents upon receipt of same by either Seller or Purchaser after Closing. Purchaser agrees to use commercially reasonable efforts to collect Delinquent Rents from each tenant remaining in possession of its space under a Tenant Lease. Any and all amounts received by Purchaser after the Closing Date from any party owing Delinquent Rents shall be paid and applied as follows: first, to Purchaser’s reasonable collection costs (including, without limitation, reasonable attorneys’ fees) incurred (after the Closing Date only); second to Delinquent Rents for the month in which the Closing occurs (which sums shall, upon such collection, be prorated between Seller and Purchaser as though collected prior to Closing); third, to Purchaser for Rents accruing after the Closing Date, to be applied in the inverse of the order incurred (i.e., the most recently incurred Rents paid first); and finally, to Seller for Delinquent Rents for the period prior to the month of Closing.. Purchaser will make a good faith effort after Closing to collect all Rents in the 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 charged understood and credited for 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 the Tenant under the Lease (the "Pass Through Expenses") and as of same up the Closing Date are unbilled or billed but not yet collected, Purchaser shall, upon collection of such Pass Through Expenses, remit to such date and Purchaser being charged and credited for all Seller an amount equal to that portion of same on and after such datePass Through Expenses which accrued prior to the Closing Date. If the assessments for any such proratable items for the year of Closing With respect to Pass Through Expenses which have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation billed to rents not collected tenants as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the b▇▇▇ each tenant for same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in accordance with each such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)tenant’s Lease. (bd) On Charges under service agreements, utility charges for which Seller is liable, and other operating expenses of the first business day immediately prior Property shall be prorated between Seller and Purchaser at Closing. (e) Subject to the day provisions of Section 4.4(f), Purchaser shall be responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which is sixty (60) days become due and payable after the Effective Date of this Purchase Agreement as a result of any renewals or expansions of the Lease exercised by a tenant which occur between the Effective Date of this Purchase Agreement and the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the Closing Date. For purposes hereof, the term "Tenant Inducement Costs" means any costs and expenses incurred out-of-pocket payments required under a Lease to be paid by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else the landlord thereunder to or for the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership benefit of the Propertytenant thereunder which is in the nature of a tenant inducement, Purchaser hereby agrees to pay all such taxes including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term Tenant Inducement Costs shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall and does hereby indemnify and save Seller harmless bear such loss from and against all claims and liability for such taxesafter the Closing Date. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

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

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

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Cranford County, New Jersey, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not be merged therein. (a) At Closinglimited to, all normal and customarily proratable itemspersonal property taxes, including, without limitation, all ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the Purchased Assets, the Products or the Business for a taxable period which includes (but does not end on) the date hereof and assessments assessed against the PropertyClosing Date applicable to the exercise of any Option, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsas applicable, shall be prorated apportioned between Seller and Purchaser and Seller as of the Closing Date, Seller being charged date hereof and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing DateDate applicable to the exercise of any Option, but Purchaser shall make a commercially reasonable attempt to collect as applicable, based on the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings number of days in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately taxable period prior to the day which date hereof and the Closing Date applicable to the exercise of any Option, as applicable, (“Pre-Closing Period”) and the number of days in such taxable period including and following the date hereof and the Closing Date applicable to the exercise of any Option, as applicable, (“Post-Closing Period”). Seller shall be liable for the proportionate amount of such Taxes that is sixty attributable to the Pre-Closing Period applicable to a Product. Within ninety (6090) days after the date hereof and the Closing DateDate applicable to the exercise of any Option, or such other date as may be agreed upon in writing by applicable, Seller and Purchaser shall present a reimbursement to which each is entitled under this Section 3.3(c) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (in 10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any eventb▇▇▇ for personal property Taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Period applicable to a Product, and shall promptly deliver such b▇▇▇ to Purchaser who shall pay the same to the appropriate taxing authority; provided that if such b▇▇▇ covers the Pre-Closing Period applicable to a Product, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such b▇▇▇ that is attributable to the Pre-Closing Period applicable to a Product. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 3.3(c), the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the case may be, presentation of a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with statement setting forth the amount of any reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 3.3(c) and all deposits held on behalf not made within thirty (30) days of Seller by utility companies with respect delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the Propertyprovisions of Section 6621(a)(2) of the Code for each day until paid.

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closingthe Closing and for the billing period in which the Effective Time occurs, all normal expenses and customarily proratable itemsincome arising from the conduct of the business of the Facility in the ordinary course, including, without limitation, all ad valorem taxes and assessments assessed against the Propertypatient care revenue, prepaid rents and other trade payables, telephone expenses and fees payable under utility charges, real and personal property Taxes attributable to the Facility, including any Leases on such items held in escrow (all such income and expenses to be referred to herein as the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations“Prorated Items”), shall be prorated apportioned between Seller and Purchaser and Seller as of the Closing DateEffective Time, it being the agreement of the Parties that Seller being charged shall be entitled to and credited responsible for all revenue, expenses and similar obligations arising from the operation of same up the Facility on or prior to such date the Effective Time and Purchaser being charged shall be entitled to and credited responsible for all revenue, expenses and similar obligations arising from the operation of same on the Facility after the Effective Time, except, in each case, as otherwise expressly set forth herein. This provision shall be implemented by Purchaser or Seller, as the case may be, remitting to the other any invoices for Prorated Items that it receives that reflect a service date for which the other Party is responsible and after such date. If the assessments for any such proratable items by Seller or Purchaser, as applicable, assuming responsibility for the year payment of Closing have not yet been made, then any such prorations shall invoices for Prorated Items that reflect a service date for which it is responsible with any overage or shortage in payments by either Party to be based upon the prior year’s assessments. Except adjusted and paid as set forth provided in Section 14(bSections 10(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter definedc). (b) On All such prorations shall be made on the first business day immediately basis of actual days elapsed in the relevant accounting, billing or revenue period and shall be based on the most recent information available to Seller. Utility charges which are not metered and read for the Closing shall be estimated based on prior charges, and shall be re-prorated upon receipt of statements therefor. (c) To the extent possible and based on reasonable estimates, the Parties shall make all prorations at the Closing. All amounts owing from one Party hereto to the day which is other Party hereto that require adjustment after the Closing shall be settled within sixty (60) days after the Closing DateDate or, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as event the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability information necessary for such taxesadjustment is not available within said sixty (60) day period, then as soon thereafter as practicable. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit All prorations to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited made at Closing with shall be effected through adjustment of the amount of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyPurchase Price.

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

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

Prorations. The provisions (a) Seller and Purchaser agree to adjust, as of this 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 14 shall survive Closing and not be merged therein10.4(b) below. (aii) At ClosingCash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, all normal and customarily proratable itemstogether with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limitationlimit.ation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than three (3) Business Days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and assessments assessed against the PropertyImprovements should be determined to be higher or lower than those that are apportioned, prepaid rents a new computation shall be made, and other Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the operation or maintenance time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the amounts of all of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Proration Items relating to the Propertyperiod up to and including the Proration Time, and any dues Purchaser will be charged and assessments credited for all of home or condominium owners’ associationsthe Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be prorated between signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be 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 not adjustablePurchaser. No prorations shall will be made in relation to rents insurance premiums, and Seller's insurance policies will not collected be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, but Purchaser shall make a commercially reasonable attempt in which event no proration will be made at the Closing with respect to collect utility bills. Seller will be entitled to all deposits presently in effect with the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptutility providers, and such collections, if any, shall Purchaser will be accounted obligated to make its own arrangements for between Purchaser and Seller on any deposits with the Reconciliation Date utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (hereinafter defined)12) months. (b) On Purchaser will receive a credit on the first business day immediately Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under its Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the day which is sixty (60) days after the Closing Date, and payment thereof has not been made on or such other date as may before the Proration Time. Delinquent Rental will not be agreed upon prorated. With respect to Tenants still in writing by Seller and occupancy, Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies use commercially reasonable efforts with respect to the Propertycollection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection of Delinquent Rental. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current Rental (which may include delinquencies owed to Seller for the calendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. The provisions of To the extent not otherwise addressed in this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAgreement, all normal sales taxes, personal and customarily proratable items, including, without limitation, all ad valorem real property taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred which are past due or have become due in connection with the operation or maintenance of the Property under Group Companies on or before the Closing Date will be paid by Seller at the Closing, together with any Service Contracts penalty or otherwise, including, without limitation, all utilities servicing the Property, and any dues interest thereon unless such taxes and assessments are being contested in good faith through appropriate proceedings which shall have been noticed to the Buyer 10 days prior to Closing, or, if such taxes or assessments become subject to dispute within 10 days of home or condominium owners’ associationsClosing, shall as soon as reasonably practicable prior to Closing. Current personal and real property taxes, including those owed by the Group Companies in connection with the Related Party Leases and Third Party Leases and assessments, will be prorated and allocated between Purchaser Buyer and Seller as of November 19, 2025 on a due date basis unless such taxes and assessments are being contested in good faith through appropriate proceedings which shall have been noticed to the Buyer 10 days prior to Closing, or, if such taxes or assessments become subject to dispute within 10 days of Closing, as soon as reasonably practicable prior to Closing. If current tax bills are unavailable at the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations tax bills will be final used for proration purposes and not adjustable. No prorations shall taxes and assessments will be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for re-prorated between Purchaser Buyer and Seller when the current year’s tax bills are received. Any amounts owed by Seller or the Group Companies, on the Reconciliation Date (hereinafter defined). (b) On one hand, or Buyer, on the first business day immediately prior other hand, with respect to such re-proration will be paid to the day which is sixty (60) other party or parties, as applicable, within 10 days after the Closing Date, or determination of such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any re-proration. Any and all rents delinquent stamp, transfer, sales and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party excise Taxes due in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing connection with the amount of any transactions contemplated hereby shall be shared equally between Buyer and all deposits held on behalf of Seller by utility companies with respect to the PropertySeller.

Prorations. The provisions For the purpose of this Section 14 7.5, all references to Transferor shall survive Closing mean collectively Transferor and not be merged thereineach of the Record Title Holders. (a) At Closing7.5.1 Rentals, all normal revenues, and customarily proratable itemsother income, includingif any, without limitation, all ad valorem taxes and assessments assessed against from the Property, prepaid rents taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of affecting the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser Transferee and Seller Transferor as of the Closing Date; provided, Seller being charged and credited for all of same up however, that Transferor shall receive a credit at the Closing in an amount equal to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected rentals that are delinquent as of the Closing Date, but Purchaser only to the extent that such delinquent rentals are due and owing from Tenants occupying a portion of the Property on the Closing Date; and provided further, that Transferee shall make be entitled to any and all payments subsequently received in satisfaction of such delinquent rentals, notwithstanding the fact that such rentals are attributable to a commercially reasonable attempt period prior to collect Closing. For purposes of calculating prorations, Transferee shall be deemed to be title holder of the same Property, and therefore entitled to the income and responsible for Seller's benefit the expenses, after 12:01 a.m. on the Closing Date. After the Closing, but Transferor shall not be required have no right to initiate legal proceedings proceed in such attempt, and such collections, if any, shall be accounted any manner or make any claim against Tenants for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after rents that were delinquent as of the Closing Date, except to the extent that any such person no longer occupies any portion of the Property. All non-delinquent real estate taxes or assessments on the Property shall be prorated based on the actual current tax ▇▇▇▇, but if such other date as may be agreed upon in writing tax ▇▇▇▇ has not yet been received by Seller and Purchaser (in any eventTransferor by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the “Reconciliation Date”)parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Transferor shall have borne all real property taxes, Seller hereby agrees including all supplemental taxes, allocable to cause the period prior to be paid the Closing and Transferee shall bear all real property taxes, including all supplemental taxes, allocable to Purchaserthe period from and after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, or Purchaser hereby agrees the parties shall make any necessary adjustment after the Closing by cash payment to pay the party entitled thereto so that Transferor shall have borne all expenses allocable to Sellerthe period prior to the Closing and Transferee shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 7.5 shall survive the Closing. 7.5.2 Fifteen (15) Business Days prior to the Closing, as Escrow Agent shall deliver to each of the case may be, parties for their review and approval a payment in an amount which reflects preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") setting forth (i) net adjustments the proration amounts allocable to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership each of the Property, Purchaser hereby agrees parties pursuant to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.this Section

Prorations. (a) The provisions expenses and obligations set forth below shall be prorated as of this Section 14 11:59 p.m. on the business day immediately preceding the Closing Date, with Seller being responsible for that portion arising prior thereto and Buyer being responsible for that portion arising subsequent thereto: (i) all governmental license, permit or franchise fees and all other fees, royalties, rentals or charges, not delinquent, paid or payable under any contracts shall survive be prorated on the basis of the number of days of the relevant fiscal or other time period which have elapsed through the Closing Date; (ii) all real property taxes, personal property taxes, ad valorem obligations and not similar taxes imposed on a periodic basis, in each case levied with respect to the Purchased Assets (if any) shall be merged thereinprorated on the basis of the number of days of the relevant Tax year or period which have elapsed through the Closing Date; and (iii) all charges and rents for utilities (including without limitation, electricity, fuel, water, sanitation and garbage disposal) and other services and goods furnished to, or in connection with, the operation of the Business shall be prorated on the basis of the number of days of the relevant time period which have elapsed through the Closing Date; provided that no deposits or prepaid amounts shall be prorated, but shall be included in the Purchased Assets. (ab) At Closing, Seller shall use commercially reasonable efforts to cause all normal utility ▇▇▇▇▇▇▇▇ of Seller to be closed and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against billed by the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance respective utility companies as of the Property under Closing Date in order that utility charges may be separately billed for the period prior to the Closing Date and the period after the Closing Date. In the event any Service Contracts or otherwisesuch utility charges are not separately billed, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, they shall be prorated between Purchaser and Seller prorated, presuming that such charges were uniformly incurred during the billing period in question. (c) If any item described in this Section 8.11 cannot be prorated, adjusted or determined as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations it shall be based upon the prior year’s assessments. Except separately prorated, adjusted and determined as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected soon as possible thereafter with payment of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior an amount equal to the day which is sixty amount charged against any party being paid by such party to any other party by check within five (605) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership determination of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxescharge. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At The following shall all be prorated as of 12:01 a.m. on the date of Closing, on the basis of a 365-day year: (i) rents, and all normal and customarily proratable itemsother income from the Property, if any, including, without limitation, any additional charges and expenses payable under the Leases, if any, all ad valorem as and when actually collected (whether such collection occurs prior to, on, or after the Closing Date); (ii) real property taxes and assessments assessed against for the Propertyyear in which the Closing occurs, prepaid rents (iii) water, sewer and other expenses and fees utility charges, (iv) amounts payable under any Leases service contracts Buyer assumes at Closing for the month in which the Closing occurs and prior months, (v) annual permits (to the extent same are assigned to Buyer at Closing) and/or inspection fees (calculated on the Propertybasis of the period covered), prepaid and accrued but unpaid (vi) any other expenses incurred in connection with relating to the operation or and maintenance of the Property under Property. Buyer shall include all rent arrearages, if any, on Buyer's monthly invoices or ▇▇▇▇▇▇▇▇ to tenants and promptly deliver to Seller any Service Contracts or otherwisesuch rent arrearages that relate to periods prior to the Closing if and when collected by Buyer; provided, includinghowever, without limitation, all utilities servicing that rents received from delinquent tenants after the Property, and any dues and assessments of home or condominium owners’ associations, Closing Date that are designated for periods after Closing shall be prorated between Purchaser applied first against tenant's current rent due and Seller as then against any delinquent rents. The amount of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be security or other deposits required to initiate legal proceedings in such attempt, and such collectionsbe returned to tenant's under the Leases by Seller, if any, shall be accounted credited against the cash portion of the Purchase Price; accordingly, Seller shall retain the deposits and Buyer shall be responsible for between Purchaser handling such deposits in accordance with the Leases and applicable law. Seller shall retain all utility deposits, if any. Seller and Buyer hereby agree that if any of the aforesaid prorations cannot be calculated accurately on the Reconciliation Date Closing Date, then the same shall be calculated within thirty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6030) days after the Closing Date, or as soon as sufficient information is available to permit the parties to accurately calculate such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”proration(s), and either party owing the other party a sum of money based on such subsequent proration(s) shall pay said sum to the other party within ten (10) days after such calculation is made; provided, however, that the tax proration referenced in Section (ii) herein shall be final as of the date of Closing. Seller hereby agrees shall be responsible for payment in full of all real estate taxes and assessments for years prior to cause the Closing. (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 to Purchaserat Closing. Any bills received after the Closing and not previously prorated in escrow shall be divided as provided herein, or Purchaser hereby agrees to pay to Sellerand shall be paid promptly upon receipt of a ▇▇▇▇ therefor, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) and any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any other costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else relating to the contrary in this Section 14, if purchase and sale transaction contemplated hereby shall be paid by the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesparty incurring same. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated between Purchaser Seller and Seller as of Buyer at the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, by increasing or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellerdecreasing, as the case may be, the funds to be delivered by Buyer at the Closing, with all items pertaining to the month of Closing to be prorated based on the actual number of days in the month in which the Closing occurs. Except as otherwise set forth herein, the following items shall be prorated as of 11:59PM on the day preceding the Closing Date, with the Closing Date being an income and expense day for Buyer. 4.4.1 General real estate taxes, not yet due and payable (collectively, the “Taxes”), to the extent not the obligation of Tenants under the Retail Leases, shall be prorated based upon 103% of the most recent assessed value and tax rate with a payment reproration upon issuance of the actual bills for such applicable period. In no event shall Seller be charged with or be responsible for any increase in an amount which reflects the Taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into or for any other reason arising after the Closing. To the extent Seller has engaged a third-party to contest the Taxes assessed against the Property for 2016 or subsequent years, Seller, at Seller's cost, will terminate any such contract prior to the Closing. The terms of this Section 4.4.1 will survive the Closing and not merge into the Deed. 4.4.2 Rents, revenues and other income, if any, payable by the Tenants (“Rents”), will be prorated such that: (i) net adjustments Seller will be entitled to retain any collected Rents accruing for the period prior to the Closing Date; and (ii) Buyer will receive a credit for all collectible Rents for the month of Closing from and after the Closing Date. For Rents received after the Closing by either Seller or Buyer for the month in which the Closing Date occurs, the receiving party agrees to promptly remit to the other party its share of such Rents as set forth in the preceding sentence. Prepaid Rents received by Seller as of the Closing Date for any period following the Closing Date shall be credited to Buyer at Closing. In the event any delinquent Rents (Rents due prior to the month in which the Closing Date occurs but has not been made as of the Closing Date) are collected by either Seller or Buyer from a Tenant after Closing, the same will: (i) first, apply any such amounts against the amounts then due Buyer relating to the period accruing after the month in which the Closing occurred; and (ii) last, then remit to Seller the balance owed Seller for any period prior to the month in which the Closing occurred. Seller shall have the right for a period of six (6) months following Closing to pursue any delinquent Rents due it from any Tenant for any period prior to Closing, and Buyer shall reasonably cooperate in such endeavor at no third party out-of-pocket costs or expenses to Buyer, provided, however, that Seller shall not seek, and Buyer shall not be required to terminate any Lease (or any Tenant’s right of possession), and Seller shall have no right to evict Tenants or to declare a current default under such Tenants’ respective Leases. 4.4.3 To the extent any retail Tenants are responsible for the payment of any Taxes in connection with the operation of the Property (“Tax Escrows”), all such Tax Escrows held by Seller for the calendar year 2017 Taxes (due and payable in 2018) shall be credited to Buyer at Closing. 4.4.4 To the extent Tenants are responsible for the payment of any common area maintenance expenses, insurance and the like payable in connection with the operation of the Property (“Reimbursable Expenses”), for the 2017 Reimbursable Expenses, Seller will be entitled to retain that portion of Tenants’ payments received by Seller with respect to the Reimbursable Expenses which equate to those amounts then expended by Seller for such 2017 Reimbursable Expenses. The remaining amount of such payments received by Seller from Tenants shall be credited to Buyer at Closing. 4.4.5 The full amount of the Security Deposits set forth in the Leases will be credited to Buyer (subject to application of the same to cure a default as permitted in any such Lease [Seller to provide Buyer with written notice of such default and application] and if such cure takes place after the expiration or Buyer’s earlier waiver of the Inspection Period and confirmation that Escrow Holder has received the Second Deposit, then as is approved by Buyer, in its sole and absolute discretion, in writing). If the Security Deposit is in the form of a letter of credit or other financial instrument, Seller will assign the same to Buyer and deliver the original letter of credit or other financial instrument to Buyer at Closing. 4.4.6 All charges under the Contracts which Buyer elects to assume pursuant to this Agreement shall be prorated, and as to each service provider, operating expenses payable or paid to such service provider in respect to the billing period of such service provider in which the Closing occurs (the "Current Billing Period"), shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the date of the Closing (which shall be allocated to Seller) and the number of days in the Current Billing Period after the Closing Date (which shall be allocated to Buyer), and assuming that all charges are incurred uniformly during the Current Billing Period. If actual bills for the Current Billing Period are unavailable as of the date of the Closing, then such proration shall be made on an estimated basis based upon the most recently issued bills. 4.4.7 Seller hereby agrees to pay in full as of the Closing Date the following amounts with respect to the Leases as of the Effective Date: (i) any rent abatement or other rental concession granted to any prorations made at Tenant under a Lease for any period which will extend beyond the Closing Date, including, but not limited to, the amount of any rebates, rental concessions, gift cards, non-monetary concessions [i.e., televisions bicycles, iPads, etc.], free rent periods, credits or setoffs given to any Tenant under Section 14.(a), above, as to a Lease; (aii) all leasing commissions and brokerage fees owing in connection with the current terms of the Leases; (iii) any tenant improvement allowances due and all rents delinquent payable under the Leases; and unpaid (iv) the cost of completing any tenant improvements (if any) if completion is to occur after Closing. 4.4.8 Seller and Buyer agree that: (i) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Closing Date; and (ii) utilities, including telephone, electricity, water and gas, shall be read on the Closing Date and subsequently collected by PurchaserBuyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer on the Closing Date, including the posting of any required deposits (it being understood, however, that Seller shall be entitled to a credit at the Closing for any utility deposits which it or its predecessors have made prior to the Closing Date, to the extent the same are transferred to Buyer, and (b) Seller shall be entitled to recover and retain from the providers of such utilities any savings resulting from any tax abatements on refunds or overpayments to the Property for extent applicable to the year of period prior to the Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardDate, and any utility deposits for which it does not receive a credit hereunder). Accordingly, there will be no prorations for insurance or utilities (ii) except to the extent provided above for utility deposits). In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in Section 4.4.6. Buyer acknowledges and agrees that, at any time following the Closing, Seller may terminate any and all utility accounts that remain in Seller's name. 4.4.9 Seller shall receive a credit at the Closing for all leasing costs, including tenant improvement costs and expenses incurred allowances and leasing commissions (but excluding attorneys' fees), actually paid by Purchaser under Section 32.(b)(iiSeller prior to Closing in connection with a Lease Event (defined below) hereofentered into after the Effective Date and which is approved or deemed approved by Buyer pursuant to the terms of this Agreement. (c) Notwithstanding anything else 4.4.10 Seller and Buyer shall prorate any other items of income and expenses necessary to effectuate the contrary intent of the parties that all income and expense items be prorated as provided above in this Section 144.4. Except for the Taxes which are specifically addressed above, if all provisions for pro-rations under this Section 4.4 shall survive for the Property has been assessed for property tax purposes at such rates as would result Survival Period and Buyer and Seller shall work diligently and in reassessment (i.e.good faith to resolve any disagreements pertaining to the true-up. Buyer and Seller shall each indemnify, "roll-back" taxes) based upon a change in land usage or ownership of protect, defend and hold the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller other party harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of Losses in any and all deposits held on behalf of Seller by utility companies with respect way arising to the Propertyextent of and for amounts as to which the indemnifying party receives a credit, or for which the indemnifying party otherwise assumes responsibility, pursuant to this Agreement.

Prorations. The provisions following shall be prorated as of this Section 14 shall survive the Closing Date and not be merged therein. adjusted against the Purchase Price due at Closing: (a) At ClosingRents and any other amounts actually collected from tenants and other persons using or occupying the Property as of the Closing Date; (b) personal property taxes, all normal installment payments of special assessment liens, sewer charges, utility charges (utility charges shall be prorated based on the last reading of meters prior to Closing performed at Seller’s request, if possible) and customarily proratable itemsnormally prorated operating expenses actually billed or paid as of the Closing Date; (c) amounts owed by Seller or paid under the Designated Service Contracts as of the Closing Date, including, without limitation, all ad valorem taxes and assessments assessed against any amounts paid by any service provider under the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Designated Service Contracts or otherwiseprior to Closing; provided, however, that Purchaser hereby assumes all payments coming due under the Designated Service Contracts from and after the Closing Date (provided that Purchaser shall receive a credit for the portion of any such payment that relates to the period prior to the Closing Date), including, without limitationbut not limited to, all utilities servicing the Propertystub period until the term of the Designated Service Contracts expire; and (d) leasing commissions, finder’s fees and any dues and assessments of home or condominium owners’ associations, locator fees shall be prorated between paid in full by Seller for each lease executed by Seller prior to the Closing Date; provided, however, that Purchaser hereby assumes all such fees and commissions for each lease executed from and after the Closing Date. Within ninety (90) days after the Closing (the “Reproration Period”), Purchaser and Seller as of the Closing Datewill make a further adjustment for such rents, Seller being charged and credited for all of same up taxes or charges which may have accrued or been incurred prior to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser not billed or paid at that date; such obligations shall make a commercially reasonable attempt to collect survive the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing6.7.1. Real property taxes, all normal and customarily proratable itemspersonal property taxes, includingassessments, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyrents, and any dues and assessments of home or condominium owners’ associations, CAM expenses shall be prorated through Escrow between Purchaser Buyer and Seller as of the Closing DateClose of Escrow. All security deposits shall be paid over to Buyer. Rents and CAM expenses shall be approved by Buyer prior to the Close of Escrow. Any delinquent rents attributable to periods prior to the Close of Escrow and which are collected by Buyer or Seller shall be retained by or paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, Seller being charged but shall not have the right to seek eviction of any Tenant by unlawful detainer or other means. Tax and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such assessment prorations shall be based upon on the latest available tax ▇▇▇▇. If after the Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to any period prior year’s assessments. Except as set forth in Section 14(b) hereinbelowto the Close of Escrow, all the recipient shall promptly deliver a copy of such prorations will be final tax ▇▇▇▇ to the other party, and not adjustablelater than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of the Close of Escrow. No All prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make based on a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)365-day year. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property6.7.2. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies All leasing commissions owing with respect to the Property.primary terms of Leases related to the Real Property and entered into prior to execution of this Agreement, and all costs for tenant improvements with respect to such leases, shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new Lease, subject, in all events, to the prior approval by Buyer of such new Leases as herein provided pursuant to Paragraph 7

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

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

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingPurchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwisebudgeted, including, without limitation, all utilities servicing the Propertyordinary, and recurring items normally charged to the Facilities Owners and the Facilities Switchyard Owners, including those listed below (but not including any dues Income Taxes and assessments Transfer Taxes), relating to the business and operation of home or condominium owners’ associationsthe Assets, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Facilities Contracts, with Seller being charged and credited for all of same up liable to the extent such date items relate to any time period prior to the Closing Date, and Purchaser being charged and credited for all of liable to the extent such items relate to periods commencing with the Closing Date (measured in the same on and after such date. If units used to compute the assessments for any such proratable items for item in question, otherwise measured by calendar days): (i) Property Taxes having a lien date in the same calendar year as the Closing Date; (ii) Property Taxes having a lien date in the calendar year following the year of the Closing have Date if such lien relates to the Assets; provided, however, if Purchaser is separately assessed Property Taxes relating to the Assets with a lien date in the calendar year following the year of the Closing Date which results in duplicative Property Taxes, such duplicative Property Taxes shall be pro-rated one-half (1/2) to each Party, the Parties agreeing to cooperate with one another to avoid such duplicative Property Taxes; (iii) Retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to Facilities Insurance Policies occurring within twelve (12) months of Closing or ninety (90) days after the year-end following the Closing, whichever occurs first; (iv) Subject to and without limiting the generality of Section 2.6, the fees assessed on electricity generated at the Facilities pursuant to the Department of Energy Standard Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961, as amended from time to time, for the applicable period during which the Closing occurs; (v) Subject to and without limiting the generality of Section 2.7, Department of Energy Decommissioning and Decontamination Fees for the applicable period during which the Closing occurs; (vi) Operating and maintenance expenses incurred in any period prior to the Closing Date (not yet been madeincluding Capital Expenditures) in the nature of the expenses shown on Schedule 3.6(a)(v) but only to the extent that the amount of such expenses are determined within twelve (12) months of Closing or ninety (90) days after the year-end following the Closing, then any such whichever occurs first; and (vii) A reimbursement for Firm Transmission Rights referred to in Section 2.1(p) adjusted in proportion to the remaining term of the Firm Transmission Rights. (b) In connection with the prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the prior year’s assessmentsrespective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations All prorated amounts shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, recalculated and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior paid to the day which is appropriate Party within sixty (60) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Purchaser shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.6. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.