Common use of Prorations Clause in Contracts

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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. (a) All 12.1. The following items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated adjusted ratably as of 11:59 pm p.m. on the Closing Date Date, and credited against the balance of the cash due at Closing: i) rents (exclusive of delinquent rents, but including prepaid rents); ii) refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); iii) water and other utility charges; iv) fuels; v) prepaid operating expenses; vi) real and personal property taxes and assessments ("Taxes") prorated on a "net" basis based on 105% of the most recent actual tax bills. The amount of the proration shall be calculated by (1) determining the net amount (the “Apportionment Time”"Net Amount") to allocate between of (x) the Joint Venture amount of all Taxes accrued but not yet due and payable as it was constituted immediately of the Closing (based on the most recent actual bills), minus (y) the aggregate amount payable by tenants of the Property for their respective shares of Taxes for the time period covered by the proration; (2) multiplying the Net Amount by 105%. In addition, Seller shall give Purchaser a credit for the aggregate amount actually paid or deposited by tenants of the Property, as of the Closing, for their respective shares of Taxes for the time period covered by the proration; vii) operating expenses which are reimbursable by the tenants for the period prior to the Closing Date (collectively, less any amount previously paid by the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company Tenants shall be entitled credited to all revenue Seller; and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Timeviii) other similar items. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits Assessments payable in installments which are due subsequent 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 Date shall be made paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All monies received after Closing by Purchaser from any tenant of days in the year Property who is indebted under a lease for rent for any period prior to and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on including the Closing Date because will first be applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of the unavailability of information such monies to current rent and other charges shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available deemed a "Post-Closing Receipt" but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments only to the Closing Statement as shown on the Proration Trueextent such pre-Up Statement, shall be closing indebtedness has not been paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall set forth both current and delinquent rent amounts on tenant bills in an effort to collect all amounts owing from tenants, including those which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 6.7.1. Real property taxes, assessments, rents, security deposits, and CAM expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and CAM expenses shall be approved by Buyer prior to Close of Escrow. Rents and other charges under the Lease that are delinquent as of the Close of Escrow will not be prorated, and rents and other amounts received by Buyer on or after the Close of Escrow in respect of the Lease will be applied in the following order: (ai) All items to Buyer's actual out-of-pocket costs of revenue and expenses collection incurred with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date collected amounts; (the “Apportionment Time”ii) to allocate between (x) rents due under the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses Lease for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in payment is received by Buyer; (iii) to rents attributable to any period after the period Close of computation. Any item which cannot be finally prorated Escrow that are past due on the Closing Date because date of receipt; and (iv) to rents and other charges delinquent as of the unavailability Close of information shall be tentatively prorated on Escrow (and Buyer promptly will remit these amounts to the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”Seller). Buyer will use commercially reasonable efforts to collect any delinquent rents, provided that with respect Buyer has no obligation to property tax prorationsinstitute legal proceedings, including an action for unlawful detainer, against the Tenant. In no event will Seller commence or maintain any action after the Close of Escrow against the Tenant to collect any sums purportedly owed by the Tenant to Seller. Tax and Purchaser assessment prorations shall agree be based on the final determination latest available tax ▇▇▇▇. If, after Close of all such prorations within sixty days Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Purchaser’s receipt Close of Escrow, the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason recipient shall promptly deliver a copy of such adjustments tax ▇▇▇▇ to the Closing Statement as shown on the Proration True-Up Statementother party, shall be paid in cash by the party obligated therefore within and not later than ten (10) days following prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the Proration True-Up Statementprimary term of the new lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by the Tenant or any other third parties and based on events occurring on or before the date of closing and which are in any way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by the Tenant or any other third parties and based on events occurring subsequent to the date of closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees, provided, that the foregoing indemnity shall not be construed to limit the effect of, nor shall it be applicable to the subject matter of, any of Seller's representations and warranties expressed in this Agreement or in the closing documents delivered by Seller.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day preceding the Closing Date (the “Apportionment "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, together with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than three (3) Business Days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time”) , and Purchaser will be charged and credited for all of the Proration Items relating to allocate between (x) the Joint Venture as it was constituted immediately 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 (collectivelythe "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the “Original Company”prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner 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 Joint Venture immediately following Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date). Original Company shall , the prorations will be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected made at Closing on the Closing Statement (with such supporting documentation as basis of 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 best evidence then available; thereafter, when actual figures are received, re-prorations shall will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of days in the year and month Closing Date, in which event no proration will be made at the Closing occurs or with respect to utility bills. Seller will be entitled to all deposits presently in effect with the period utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of computation. Any item which cannot be finally prorated on this Section 10.4(a) will survive the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(bfor twelve (12) belowmonths. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included will receive a credit on the Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also receive a credit on the Closing Statement for the prorated amount (as of the “Proration True-Up Statement”), provided that with respect Time) of all Rental previously paid to property tax prorationsor collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller and will cause to be paid or turned over to Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRental, if any, received by reason 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 adjustments Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Statement as shown Date, and payment thereof has not been made on or before the Proration True-Up StatementTime. Delinquent Rental will not be prorated. With respect to Tenants still in occupancy, shall Purchaser agrees to use commercially reasonable efforts with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be paid 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 cash 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 party obligated therefore within ten (10calendar month of Closing) days following the date of the Proration True-Up Statementand then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. (a) All items of revenue Non-delinquent real property taxes and expenses with respect to any current installments on any improvement assessment liens, ▇▇▇▇▇-▇▇▇▇ bond payments and similar assessments affecting the Venture, Real Property and any personal property taxes affecting the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Personal Property shall be prorated based on the most recent available tax bills using a 30-day month and a 360-day year. Any increase in real property taxes and assessments arising out of the sale of the Real Property to Buyer (or its assignee), or a sale or change in ownership after the sale to Buyer, and any supplemental real property taxes and assessments arising out of any construction pertaining to the Real Property completed following the Close of Escrow shall be paid by Buyer when assessed, and Buyer shall indemnify Seller from and against all such taxes. Any supplemental real property taxes or private assessments arising out of any occurrence before the Close of Escrow shall be paid by Seller when assessed to the extent such taxes or assessments are attributable to any period before the Close of Escrow, and Seller shall indemnify Buyer from and against all such taxes and assessments. The parties’ indemnification obligations under this Section shall survive the Close of Escrow. (b) Non-delinquent rentals and other charges payable by tenants shall be prorated based on the updated Rent Roll delivered pursuant to Section 5(c)(v). Rentals are delinquent when payment thereof is more than thirty (30) days past due as of 11:59 pm the Close of Escrow. In addition, rentals from a tenant less than thirty (30) days past due will be considered delinquent if that tenant also has at least one month of rental more than thirty days past due (e.g. if a tenant has not paid its monthly rental for January of a year, and assuming a date after February 1 for the Close of Escrow, due to the January delinquency the rental for the month of February also will be considered delinquent even though it is less than thirty ((30) days past due). Escrow Holder shall credit the amount of security deposits held by Seller as shown on the Rent Roll against the Purchase Price payable by Buyer. Rentals collected by Seller not shown on the updated Rent Roll and delinquent rentals collected by Buyer as hereafter provided shall be prorated by the parties outside of escrow as of the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior and paid to the Closing Date entitled party as soon as practical from time to time as collected. After the Close of Escrow Buyer shall use its commercially reasonable efforts to collect any delinquent rentals, but Buyer shall not be required to file suit or evict a tenant. If, after making diligent efforts to collect delinquent rentals from any tenant or tenants, or ninety (collectively90) days after the Close of Escrow, whichever first occurs, Buyer elects not to file a legal action against such tenant or tenants, Buyer shall notify Seller, and Seller may file a legal action or actions against such tenant or tenants for the “Original Company”) and (y) Purchaser (as 100% owner delinquent rentals owing to Seller except that Seller shall not pursue an eviction remedy. Delinquent rentals collected by Buyer, net of the Joint Venture immediately following the Closing Datereasonable costs of collection (including attorney’s fees). Original Company , shall be entitled to all revenue and shall be responsible for all expenses applied first against rent accruing for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs occurs, then against any other amounts owing Buyer, then against other amounts most overdue. Percentage rent, if applicable and if any, for the rental period including Closing shall be prorated upon receipt, based upon the tenant’s sales for the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (c) No later than two (2) business days before the Close of Escrow, the parties will prorate outside of escrow on an accrual basis all known deposits and operating expenses concerning the Property, refundable deposits held by any governmental agency or in utility that will be assigned to Buyer at the period Close of computationEscrow. Any item which If any of the foregoing cannot be finally prorated on apportioned at the Closing Date because of the unavailability of information the amounts which are to be apportioned, such items shall be tentatively prorated on apportioned and paid to the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As entitled party as soon as reasonably practicable after Closingthe Closing Date, and but in no event later than the six ninety (690) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on days after the Closing Statement (the “Proration True-Up Statement”)Date. Sewer, provided that with respect to property tax prorationsgas, Seller electric, telephone and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaserother utility charges, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statementextent not reimbursed or paid directly by tenants, shall not be prorated but shall be paid by Seller to the utility company. (d) Buyer and Seller shall take all steps necessary to effectuate the transfer of all utilities presently in cash by the party obligated therefore within ten (10) days following the date Seller’s name into Buyer’s name as of the Proration True-Up StatementClose of Escrow. Where necessary, Buyer will post deposits with the utility companies. (e) All prorations and adjustments shall be made as of 12:00 midnight on the day immediately preceding the Closing Date.

Prorations. The following items shall be adjusted and apportioned between Sellers and Purchaser as follows: (a) All items of revenue non-delinquent ad valorem real estate and expenses with respect to personal property taxes, charges and assessments affecting the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of 11:59 pm 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, other periodic rentals, additional rentals, escalation rentals, pass-throughs and other sums and charges payable under the Leases (collectively, "Rents") collected as of the Closing Date shall be prorated on a per diem basis such that they are credited to Purchaser as of the Closing Date. Purchaser shall receive a credit for any Rents which have been prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the “Apportionment Time”month in which Closing occurred, (iii) second, to allocate between all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and (xiii) third, to the Joint Venture receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall use commercially reasonable efforts to collect such Rent receivables in the ordinary course of business, but shall not be obligated to engage a collection agency, take legal action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in accordance with the terms of this Section 6(b) shall survive the Closing, delinquent Rents which are not collected by Purchaser on or before the date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the same. To the extent any Seller receives any Rents after Closing, the same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b). (c) At Closing Purchaser shall receive a credit equal to the unapplied total of all security and other refundable tenant deposits then held by Sellers. One or more of the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("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 it security deposits and shall not be subject to proration, provided that, at Closing, Sellers shall credit the Purchase Price for an amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that they are credited or charged to Purchaser, as applicable, as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the Closing Date. 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, Purchaser 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 constituted immediately 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 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 (collectivelyi.e., the “Original Company”if a unit becomes vacant less than three (3) and (y) Purchaser (as 100% owner of the Joint Venture immediately following Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period If requested by Purchaser, representatives of time up to the Apportionment Time, Sellers and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for conduct a walk-through (the period "Walk-Through") of time after the Apportionment Time. Such adjustments shall be reflected Properties on or around the Closing Statement third (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits 3rd) Business Day prior to the Closing Statement) and shall increase or decrease (as Date in order to determine the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis amount of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchasercredit, 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 Statementgiven to Purchaser.

Prorations. 13.1. Rents (aexclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the amount of 6% of prorated rents credited to Purchaser; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities (so long as no more than thirty (30) All days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of revenue and expenses the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the VentureProperties, the Facility Ownersi.e., the Operating Tenant, the Operating Subtenants those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the Facilities extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately so that Seller shall be responsible for any costs associated therewith prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such prorations; provided, however, that such prorations shall be deemed final and not subject to further post-closing adjustments at 5:00 PM Chicago time on the day which is thirty (30) days following Closing, at which time all expenses for prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the period preceding sentence shall survive the Closing. 13.2. Rents which are delinquent as of time up the Closing Date shall not be prorated. Instead, to the Apportionment Timeextent that Purchaser is able to collect said delinquencies, and the Purchaser shall be entitled to all revenue receive such delinquent rent attributable to a tenant's occupancy of a portion of the Real Property for any period prior to the date of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall be responsible not agree to reduce rents for all expenses for the any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the Apportionment Time. Such adjustments shall be reflected on right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits Date and said Lease is not assigned to the Closing StatementPurchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) and shall increase or decrease (with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of days an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the year Properties pursuant to the following terms and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date because of the unavailability of information and shall be tentatively prorated expire on the basis of day which is one hundred eighty (180) days subsequent to the best data then available and reprorated date when the information public telephone directory pertaining to each Property is available but published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each case with Property without additional compensation to the time frames Seller except as set forth in Section 8.04(b) belowParagraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) As soon as reasonably practicable The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after Closingthe date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in no the event later than the six (6) month anniversary of Closingthat Seller decides to place such a listing and/or advertisement, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration Truebe entitled to a pro-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all rata credit for such prorations within sixty days after Purchaser’s receipt portion of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason cost of such adjustments listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Statement as shown Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the Proration True-Up Statementdate(s) set forth above. If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall be paid in cash such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the party obligated therefore within ten (10) days following the date laws of the Proration True-Up Statementstate where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (a) All adjusted for all tenants' liabilities, if any, for such items); and all other items of revenue expense and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities income shall be prorated adjusted ratably as of 11:59 pm 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Timepaid by Seller. Assessments, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits excluding regular ad valorem real estate taxes, payable in installments which are due subsequent 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 Date shall be made paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of days in the year and month in which the Closing occurs Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing Date in accordance with the terms of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of rent for any period on and after the Closing Date to which Tenants are entitled under Leases in the period of computation. Any item which cannot be finally prorated effect on the Closing Date because Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that Leases with respect to property tax prorations, Seller the period from and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementDate.

Prorations. The following items relating to the Assets and the ownership and operation of the Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) All items of revenue and expenses Property Taxes on or with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowAssets. (b) As soon as reasonably practicable after ClosingRents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in no event later than connection with similar transactions. Except as otherwise agreed by the six (6) month anniversary of Closingparties, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination net amount of all such prorations within sixty days after Purchaser’s receipt will be settled and paid as of date of the final tax bills for all relevant periods with respect Closing. At least ninety (90) days prior to all date of the FacilitiesClosing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. The net amount due Original Company If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, if anyon the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by reason any approval of such adjustments the transfer of the FERC project licenses related to the Closing Statement Hydro Units, Seller agrees to pay all annual charges accrued under such licenses 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 StatementClosing.

Prorations. 12.1. Rents (a) All items exclusive of revenue delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and expenses with respect assumed by Purchaser and credited to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Dateat Closing). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase ; prepaid or decrease accrued (as the case may be) interest on the Purchase Price taking into account the parties respective interests Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the Original Company. All prorations amount of 5%; real and personal property taxes; and other similar items shall be made adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number of days most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in the year and month in which the Closing occurs or in the period of computationParagraph 12.2 below. 12.2. Any item which cannot be finally prorated on All basic rent paid following the Closing Date because by any tenant of the unavailability Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of information all current basic rent 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 deemed a "Post-Closing Receipt" until such time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) All items of revenue 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses with respect and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants Close of Escrow. All rental payments and the Facilities shall be prorated as of 11:59 pm on other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the “Apportionment Time”) Closing Date attributable to allocate between (x) the Joint Venture as it was constituted immediately periods prior to the Closing Date (collectivelymonth of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the “Original Company”) Department of Homeland Security and (y) Purchaser (as 100% owner Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the Joint Venture immediately following prior month’s outstanding rent due. In the Closing Date). Original Company event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to all revenue and shall be responsible for all expenses for an adjustment to correct the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computationsame. 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 re-prorated when the information is available available. If any items to be adjusted are not determinable at Closing (including, but in each case with the time frames not limited to, items set forth in Section 8.04(bthis Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on days following the final determination of all prorations included on 2012 taxes and assessments for the Closing Statement Project (the “Proration True-Up StatementFinal Adjustment Date”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason provisions of such adjustments to this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing Statement as shown on the Proration True-Up Statement, and shall not be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statementdeemed merged into any instrument delivered at Closing.

Prorations. Seller and Purchaser agree to prepare a proration schedule of adjustments five (a5) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately business days prior to the Closing Date (collectivelyClosing. For purposes of calculating prorations, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be deemed to be in title to the Property, and therefore entitled to all revenue the income therefrom and shall be responsible for all the expenses thereof, for the period of time after the Apportionment Time. Such adjustments shall be reflected on entire day upon which the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Companyoccurs. All such prorations shall be made at Closing on the basis of the actual number of days in of the year and month in which that shall have elapsed as of the Closing occurs Date. If post-Closing adjustments are required under this Article 7, the amount of such prorations shall be adjusted in cash after Closing, as and when complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use their good faith and diligent efforts to make such adjustments no later than two hundred and seventy (270) days after Closing with respect to taxes and assessments and no later than thirty (30) days after the Closing with respect to other prorated amounts, or in as soon as is reasonably practicable if and to the extent that the required final proration information is not available within such period. Items of income and expense for the period of computation. Any item which cannot be finally prorated on prior to the Closing Date because will be for the account of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree items of income and expense for the period on the final determination of all prorations included on and after the Closing Statement (Date will be for the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination account of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if anyall as determined by the accrual method of accounting, by reason of such adjustments subject to the provisions hereof. Bills received after Closing that relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Statement as shown on the Proration True-Up Statement, Date shall be paid in cash by the party obligated therefore within ten Seller. Any amounts not so paid by Seller may be set off against amounts (10if any) days following the date otherwise due Seller hereunder. The obligations of the Proration True-Up Statementparties pursuant to this Section 7.1, including Sections 7.1.1 through 7.1.5, shall survive the Closing and shall not merge into any documents of conveyance delivered at Closing.

Prorations. 12.1. All Rents (a) All items exclusive of revenue delinquent rents, but including prepaid rents), expenses, taxes, water and expenses with respect sewer rents, or similar charges of fees, are to be adjusted as of midnight of the day of Closing. Real and personal property taxes, general and special, are to be adjusted according to the Venture, certificate of taxes issued by the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Timetaxing authority, and Purchaser shall assume charges therefor accruing from and after Closing. 12.2. All contracts and agreements relative to the operation, servicing and/or maintenance of the Property to be entitled assigned to Purchaser or terminated (to the extent the term extends beyond the Closing Date) shall be adjusted between the parties as of midnight of the day of Closing. 12.3. Purchaser shall have no obligation to collect any past-due rents except that Purchaser shall use commercially reasonable efforts to collect delinquent rents and promptly reimburse Seller for such past-due rents when, as and if collected,net of costs of collection. Monies received from delinquent tenants after Closing by Purchaser shall be applied as follows: (1) first, pro rata to Purchaser and Seller for the month the Closing takes place; (2) second, to Purchaser in an amount equal to all revenue rentals due from such tenants accruing after Closing; (3) third, to costs of collection; and shall be responsible for all expenses for the period (4) fourth, to Seller in an amount equal to any remaining unpaid rental arrearages owed by such tenants to Seller as of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowDate. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of 12.4. At Closing, Seller shall deliver to Purchaser, or make appropriate adjustments for, all tenant security deposits and the like, together with statutory or contractual interest owed to tenants, together with a detailed statement of the security deposits and all such accrued interest held for the account of each tenant. Purchaser shall agree on receipt for the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”)same and shall indemnify, provided that with respect defend and save Seller harmless from and against any claims relating to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company 's application or Purchaser, if any, by reason holding of such adjustments deposits and interest, which Seller has delivered or for which an adjustment has been made at Closing,from and after Closing. Seller shall indemnify, defend and save Purchaser harmless from and against any claims relating 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 Seller's application or holding of the Proration True-Up Statementsuch deposits and interest prior to Closing.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities 5.4.1 The following shall be prorated between Seller and Purchaser as of 11:59 pm 12:01 a.m. on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days elapsed over the applicable period): (a) All ad valorem real estate taxes, assessments, and any payments in lieu thereof pursuant to Ohio Revised Code Chapter 5709 and not reimbursable by tenants under the Leases for the calendar year of the Closing which have not been paid but are due and payable with respect to calendar year 2016 shall be apportioned and prorated on a per diem basis between the parties as of the Closing Date, regardless of the collection date therefor. In no event shall Seller be charged with or be responsible for any increase in the year taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit, along with any required transfer forms and fees, if any. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate or threaten to terminate any lease or any tenant’s right to possession), which right shall include the right to continue legal actions or proceedings against any tenant which have already been commenced, but not the right to commence new legal actions or proceedings. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs or (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant, and the Closing Date, and the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall pay such excess to Purchaser at Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the period same geographic area as the Property. Specifically, Seller will prepare a reconciliation as of computationthe Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for operating expenses and real estate taxes and assessments in excess of the applicable expense stop, if any, specified in each Lease (collectively, “Operating Expense Recoveries”) for calendar year 2016. If less amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Leases if the reconciliations under such Leases were completed as of the Closing Date based on the operating expenses and real estate taxes and assessments incurred by the Seller for calendar year 2016 up to the Closing Date (as prorated pursuant to this Section 5.4.1), Purchaser will pay such difference to Seller at Closing as an addition to the Purchase Price. If more amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Leases if the reconciliations under such Leases were completed as of the Closing Date based on the operating expenses and taxes incurred by the Seller for calendar year 2016 up to the Closing Date (as prorated pursuant to this Section 5.4.1), Seller will pay to Purchaser at Closing as a credit against the Purchase Price such excess collected amount. Purchaser and Seller agree that such proration of Operating Expense Recoveries at Closing for calendar year 2016 will fully relieve Seller from any responsibility to Tenants or Purchaser for such matters subject to Seller’s and Purchaser’s right and obligation to finalize prorations within one hundred eighty (180) days after the last day of the calendar year in which the Closing occurs solely to make adjustments necessary to the extent estimates used in the calculation of such reconciliation at Closing differ from actual bills received after Closing for those items covered by such reconciliation at Closing or to correct any errors. In this regard, Purchaser will be solely responsible, from and after Closing, for (i) collecting from Tenants the amount of any outstanding Operating Expense Recoveries for calendar year 2016 for periods before and after Closing, and (ii) where appropriate, reimbursing Tenants for amounts attributable to Operating Expense Recoveries for calendar year 2016, as may be necessary based on annual reconciliations for Operating Expense Recoveries for such calendar year. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any item prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof, including, without limitation, any amounts paid by tenants of the Property and held by Seller as actual or estimated real estate taxes pursuant to such tenant’s leases. (m) If Purchaser shall be assuming the Existing Financing, interest payable on the Existing Financing. (a) If any of the items described in Section 5.4.1 hereof cannot be finally prorated on apportioned at the Closing Date because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be tentatively prorated on apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the best data then available tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and reprorated when any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the information is available but in each case with proper party reimbursed, which obligations shall survive the time frames set forth in Section 8.04(b) belowClosing. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and If Purchaser shall agree on be assuming the final determination Existing Financing, Purchaser shall be given a credit at the Closing for the then current principal balance of the Existing Financing and Seller shall be given a credit for the amount of all prorations included on security, escrows and deposits held in connection with the Existing Financing (to the extent not replaced by Purchaser or released by Existing Lender). 5.4.3 Items to be prorated at the Closing Statement shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement except for any such costs and expenses designated as Seller Leasing Costs in the following sentence. Except as set forth on Exhibit Q (the “Proration TruePurchaser Assumed Pre-Up StatementExisting Brokerage and TI Costs”), provided that with respect to property tax prorations, Seller shall be responsible for all brokerage and Purchaser shall agree on leasing commissions and tenant improvement costs for the final determination initial term of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect Leases entered into prior to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the Proration Truedate of this Agreement (collectively, “Seller Leasing Costs”). At Closing, Purchaser shall receive a credit against the Purchase Price for any portion of the Purchaser Assumed Pre-Up StatementExisting Brokerage and TI Costs still outstanding and payable by Purchaser post-closing. Purchaser shall be responsible for and expressly assumes the obligation to pay all Purchaser Assumed Pre-Existing Brokerage and TI Costs and all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees for any new leases entered into either prior to or from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into either prior to or from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 The provisions of this Section 5.4 shall survive the Closing.

Prorations. 12.1. Rents (a) All items exclusive of revenue 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 assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes, operating expenses with respect to which are reimbursable by the Venture, tenants for the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately period prior to the Closing Date (collectively, less any amount previously paid by the “Original Company”) Tenants shall be credited to Seller; and (y) Purchaser (other similar items shall be adjusted ratably as 100% owner of the Joint Venture immediately following 11:59 p.m. on the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for credited against the period balance of time after the Apportionment Timecash due at Closing. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits Assessments payable in installments which are due subsequent 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 Date shall be made paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number most recent ascertainable data. In addition, subject to the provisions of days Paragraph 25 below, Purchaser shall give Seller a credit at closing for all escrows, reserves and holdbacks held by the lender under the Loan Documents, which escrows, reserves and holdbacks shall be assigned to Purchaser. All prorations will be final except as to delinquent rent referred to in the year and month in which the Closing occurs or in the period of computationParagraph 12.2 below. 12.2. Any item which cannot be finally prorated on All basic rent paid following the Closing Date because by any tenant of the unavailability of information shall be tentatively prorated on Property who is indebted under a lease for basic rent for any period prior to and including the basis of Closing Date, after the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and payment to Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statementcurrent basic rent, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (a) All exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); interest on and any fees including, without limitation, credit enhancement, issuer or trustee fees respecting the Bonds; water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; real and personal property taxes; and other similar items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated adjusted ratably as of 11:59 pm p.m. on the day prior to the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits for taxes and insurance established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date (shall be paid by Purchaser. If the “Apportionment Time”) amount of any of the items to allocate between (x) be prorated is not then ascertainable, the Joint Venture adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as it was constituted immediately to delinquent rent referred to in Paragraph 12.2 below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to the Closing Date (collectively, will first be applied to rent or other charges currently due to Purchaser under the “Original Company”) and (y) Purchaser (as 100% owner applicable lease. Any balance remaining after the application of the Joint Venture immediately following the Closing Date). Original Company such monies to current rent shall be entitled to all revenue and shall be responsible for all expenses for the period of time up deemed a "Post-Closing Receipt", but only to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with extent such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which canpre-closing indebtedness has not be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be been paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed.

Prorations. (a) All items of revenue 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 Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm 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 “Apportionment Time”) account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to allocate between (x) the Joint Venture as it was constituted immediately prior to period after 12:01 a.m. on the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner including all deposits or advances related to advance bookings or reservations exclusive of the Joint Venture immediately following interest earned thereon through the Closing Date). Original Company ) for periods from and after the Closing Date) shall be entitled to all revenue and shall be responsible for all expenses for the period account of time up Buyer. Seller shall deliver to Buyer the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for cash on hand at the period of time after the Apportionment Time. Such adjustments shall be reflected Hotel on the Closing Statement Date (with such supporting documentation as except that cash which constitutes Seller’s 50% share of the parties hereto may reasonably require being attached as exhibits to room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on 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 settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Highlands Ranch County, Colorado, 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 the basis of the actual number of days in the year and month in which or after the Closing occurs or in the period of computation. Any item which canDate and may include, but not be finally prorated 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 because Date, a re-adjustment of the unavailability of information such taxes and assessments assumed by Buyer shall be tentatively prorated on 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 of for the best data then available pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable 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 in no event later than such amount shall be paid promptly by the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s other party upon receipt of the final tax bills for all relevant periods with respect to all invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 5.3 shall survive the delivery of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementDeed.

Prorations. (a) All items Seller and Purchaser agree to adjust, as of revenue and expenses with respect to the VentureClosing Date, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date following (collectively, the “Original Company”) "PRORATION Items"): real estate taxes and (y) Purchaser (as 100% owner assessments only. Seller will be charged or credited for the amounts of all of the Joint Venture immediately following Proration Items relating to the period up to and including the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser will be charged or credited for all of the Proration Items relating to the period after the Closing Date. Such preliminary estimated Closing prorations shall be entitled set forth on a preliminary closing statement to all revenue be prepared by Seller using its reasonable business judgment and submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be responsible signed by Purchaser and Seller and delivered to the Title Company for all expenses purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for the period of time after the Apportionment Timebelow. Such adjustments The preliminary proration shall be reflected on paid at Closing by Purchaser to Seller (if the Closing Statement preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (with such supporting documentation as if the parties hereto may reasonably require being attached as exhibits preliminary prorations result in a net credit to Purchaser) by increasing or reducing the Closing Statement) and shall increase or decrease (as the case may be) cash to be delivered by Purchaser in payment of the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Date, the prorations shall 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 number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made between Seller and Purchaser in respect of days in the year Rentals, operating costs, Billable Operating Costs or insurance premiums, and month in which the Closing occurs or in the period of computation. Any item which canSeller's insurance policies will not be finally prorated on assigned to Purchaser. All adjustments other than the specified Proration Items shall be made by Seller, as landlord, and Tenant, as tenant, which adjustments shall be made in accordance with the Lease as if the Closing Date because and Lease Surrender were the expiration date of the unavailability Lease. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made as of information the Closing Date, in which event no proration will be made at the Closing with respect to utility bills, otherwise, such prorations shall be tentatively prorated on made between Seller and Tenant, as aforesaid, for the basis period up to and including the Closing Date, and between Tenant and Purchaser for the period after the Closing Date. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Purchaser will use reasonable efforts to give Seller ten (10) business days notice of the best data then available Closing Date to allow Seller adequate time to arrange for final readings and reprorated when calculation of all prorations. The provisions of this Section 10.4 will survive the information is available but in each case with the time frames set forth in Section 8.04(bClosing for nine (9) belowmonths. (b) As soon as reasonably practicable after ClosingPurchaser will cause to be paid or turned over to Seller, and in no event later than the six (6) month anniversary of Closingform received by Purchaser, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRentals, if any, received by reason of such adjustments Purchaser after Closing and attributable to the Tenant Lease for any period prior to the Closing Statement Date. Purchaser will have no liability for the failure to collect any such amounts and will not be required to take any other legal action to enforce collection of any such amounts owed to Seller by the Tenant of the Property. After the Closing Date, Seller may collect Delinquent Rentals and ▇▇▇▇▇▇▇▇ described in Section 10.4(d) below from Tenant and take other legal non-possessory action to enforce collection of any such amounts, provided, however, in no event will Seller have the right to threaten termination of the Tenant Lease or institute any eviction or ejectment proceedings. (c) Seller, using its reasonable business judgment, will prepare, at least seven (7) days prior to the Closing Date, a reconciliation as shown on of the Proration TrueClosing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for Tenant's use of water & sewer, operating costs and tax escalations (collectively, "BILLABLE OPERATING COSTS") comparing actual electricity and operating costs escalations for the year-Up Statement, to-date until the Closing Date with Seller's actual collections of Billable Operating Costs that have actually been charged to Tenant for the calendar year in which Closing occurs and submit such reconciliation to Tenant for its approval. All adjustments of Billable Operating Costs shall be paid in cash conducted by Seller and Tenant. In no event will Purchaser be responsible for any adjustment on account of Billable Operating Costs. If more amounts have been expended for Billable Operating Costs than have been billed to and collected from Tenant for Billable Operating Costs, Seller will seek to collect such difference from Tenant at Closing. If more amounts have been collected from Tenant for Billable Operating Costs than have been expended for Billable Operating Costs, Seller will remit to Tenant at Closing such excess collected amount. Purchaser and Seller agree that such proration of Billable Operating Costs at the party obligated therefore within ten Closing will fully relieve Purchaser from any responsibility to Tenant or Seller for such matters. In this regard, Seller will be solely responsible for (10i) days following the date seeking collection from Tenant of the Proration True-Up Statementamount of any Billable Operating Costs not previously collected, and (ii) where appropriate, reimbursing Tenant for amounts attributable to Billable Operating Costs as may be necessary based on annual reconciliations for Billable Operating Costs for all calendar years including the calendar year in which Closing occurs. (The provisions of this subsection do not apply to Billable Operating Costs for the calendar year preceding the calendar year in which Closing occurs, the same being governed by Section 10.4(b) above.) (d) With respect to specific tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the request of Tenant, other specific services, and specific ▇▇▇▇▇▇▇▇ for Billable Operating Costs or other additional rents and amounts due which relate to the foregoing specific services rendered by Seller prior to the Closing Date, Seller may seek to collect same from Tenant in accordance with the Lease and Purchaser shall have no responsibility therefor. (e) Nothing contained in this Agreement shall obligate or be deemed to obligate Purchaser to pay or reimburse Seller for any Commissions, tenant improvement costs or other expenditures with respect to the existing Tenant Lease.

Prorations. 5.2.1 Rentals (aincluding fixed monthly rentals and other periodic rentals, additional rentals, operating cost pass- throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, "Rent") All items of revenue and expenses with respect shall, subject to the Venturefurther provisions hereof, be prorated on the Facility Ownersbasis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing and for all security deposits paid to the landlord under the Leases as referenced in the Leases, less only the Operating Tenantamount thereof, if any, Seller shall have applied pursuant to one or more Leases (in which event Seller shall provide Buyer with a written explanation of the Operating Subtenants and application of same). Seller shall not receive a credit for any Rent Seller has not received as of the Facilities Closing which is allocable to the period prior to the Closing. If Buyer shall collect any such Rent after the Closing (Buyer shall exert good faith efforts to collect such Rent), Buyer shall promptly pay the same to Seller. 5.2.2 Real estate taxes shall be prorated as of 11:59 pm the Closing on the basis of the most recent assessed valuation of and rates and multiplier applicable to the Property. 5.2.3 Utilities shall be read at the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company Seller shall be entitled to all revenue responsible for payment of such utilities. Buyer shall establish new utility accounts and shall be responsible for all expenses utilities from and after the Closing. 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by tenants of the Project which accrue as of the Closing Date, but which are not then due and payable (collectively, the "Operating Expenses"), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by tenants of the Project on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by tenants of the Project prior to the Closing Date; provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the Closing Date shall be prorated as of the Closing Date. Buyer and Seller shall cooperate within thirty (30) days after Closing to reconcile actual Operating Expenses collected by Seller from Project tenants prior to Closing with actual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Project tenants for the period of time up Seller's ownership, Seller shall be charged therefor, and if the Project tenants owe the landlord any additional amounts for Operating Expenses with respect to the Apportionment Timeperiod of Seller's ownership, and Purchaser actually pay such amounts to Buyer (Buyer agrees to exert good faith efforts to collect the same), Seller shall be entitled to all revenue and receive such amounts from Buyer. Any prorations under this Agreement shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of based upon the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowapplicable period. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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. 13.1. Rents (a) All items exclusive of revenue delinquent rents, but including prepaid rents); refundable security deposits and, if applicable under the laws of the State of Georgia, interest thereon (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes, operating expenses with respect to which are reimbursable by the Venture, tenants for the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately period prior to the Closing Date (collectively, less any amount previously paid by the “Original Company”) Tenants shall be credited to Seller; and (y) Purchaser (other similar items shall be adjusted ratably as 100% owner of the Joint Venture immediately following 11:59 p.m. on the Closing Date), and credited against the balance of the cash due at Closing. Original Company If real estate tax bills for the year 1997 are not available, real estate taxes for the year 1997 shall be entitled to all revenue and shall be responsible for all expenses for the period prorated based on 105% of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time1996 taxes. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits Assessments payable in installments which are due subsequent 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 Date shall be made paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number of days most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in the year and month in which the Closing occurs or in the period of computationParagraph 12.2 below. 13.2. Any item which cannot be finally prorated on All basic rent paid following the Closing Date because by any tenant of the unavailability of information shall be tentatively prorated on Property who is indebted under a lease for basic rent for any period prior to and including the basis of Closing Date, after the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and payment to Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statementcurrent basic rent, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”) on an accrual basis (except for real estate and personal property taxes and assessments which will be on a cash basis): real estate and personal property taxes and assessments which are required to allocate between be paid during the calendar year in which the Closing occurs (xon a cash basis so that such proration pursuant to this Section 10.4(a) shall be with respect to taxes payable in the Joint Venture year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (except as it was constituted immediately hereinafter provided), collected Rentals (subject to the terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, the prorations shall 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 number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the year and month Closing Time, in which event no proration will be made at the Closing occurs with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or in the period prior to April 30, 2011. The provisions of computation. Any item this Section 10.4 (excluding subsection (e) which cannot be finally prorated on is governed by Section 3.2 above and subsection (f) which is governed by Section 16.1 below) will survive the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowuntil May 31, 2011. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included will receive a credit on the Closing Statement for the prorated amount (as of the “Proration True-Up Statement”), provided that with respect Closing Time) of all Rentals previously paid to property tax prorationsand collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller and will cause to be paid or turned over to Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRentals, if any, received by reason of such adjustments Seller after Closing and properly attributable to any period following the Closing Statement Time. “Rentals” 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.used herein includes fixed

Prorations. (a) All items of revenue Sellers and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to allocate between the terms of (xb) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the Joint Venture as it was constituted immediately owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) and (y) or by Sellers to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, the prorations shall 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 number figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the year and month Closing Time, in which event no proration will be made at the Closing occurs with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or in before November 30, 2016 (herein, the period “Final Proration Date”). The provisions of computation. Any item which cannot be finally prorated on this Section 10.4 will survive the Closing until the Final Proration Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closinghas occurred, and in no the event later than any items subject to proration hereunder are discovered prior to the six (6) month anniversary Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of Closingthis Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, Seller but not limited to, this Section 10.4(a), Sellers and Purchaser shall hereby agree on to use the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”)following, provided that with respect to property tax prorations, Seller estimated 2016 real estate taxes and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt assessments for purposes of the final tax bills proration of same at Closing: (x) $172,450.00 for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserCherokee Plaza Real Property and the Cherokee Plaza Improvements, if any(y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property and the ▇▇▇▇▇ Plains Exchange Improvements, by reason of such adjustments to and (z) $105,000.00 for the Closing Statement as shown on ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and 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▇▇▇▇▇▇▇▇ Bridge Commons Improvements.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments normally billed and collected in the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to allocate between the terms of (xb) below), operating expenses payable by the Joint Venture as it was constituted immediately owner of the Property (on the basis of a 365 day year, actual days elapsed), and Pre-Closing Taxes (other than those described above) for the current Tax period or that are not yet delinquent. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, the prorations shall 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 number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in Operating Expense Recoveries), and Seller’s and the year Owners’ insurance policies will not be assigned to Purchaser. Final readings and month final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing occurs with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or in before the period of computation. Any item which cannot be finally prorated on date six (6) months after the Closing Date because (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsections (e) and (g) which are governed by Section 3.2), will survive the unavailability of information Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be tentatively promptly prorated on by the basis of the best data then available and reprorated when the information is available but parties in each case accordance with the time frames set forth in terms of this Section 8.04(b) below10.4. (b) As soon Purchaser will receive a credit on the Closing Statement for the prorated amount (as reasonably practicable after of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in no such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event later than proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of six (6) month anniversary of months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will not be required to expend any funds or incur any monetary obligations with respect to such efforts, and shall have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller and by Tenants of the Property. Seller shall have the right to pursue Delinquent Rentals after Closing. With respect to any Delinquent Rentals received by Purchaser shall agree on the final determination of all prorations included on the within one (1) year after Closing Statement (the “Delinquent Rental Proration True-Up StatementPeriod”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on pay to Seller any rent or payment actually collected during the final determination of all such prorations within sixty days after Purchaser’s receipt of Delinquent Rental Proration Period properly attributable to the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments period prior to the Closing Statement Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as shown on the Proration True-Up Statementdescribed in and governed by Section 10.4(d) below, all of which shall be paid payable to and belong to Seller in cash all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the party obligated therefore within ten (10) days following period after the date Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to institute legal actions to pursue Delinquent Rental after Closing, but in no event shall Seller be permitted to institute eviction proceedings against any Tenant or to levy against or seize any personal property of any Tenant located on or in the Proration True-Up StatementReal Property or to garnish or attach any rentals due under any Tenant Lease. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser will be promptly remitted to Purchaser.

Prorations. At the Closing, prorations between the applicable Seller, on the one hand, and Buyer, on the other hand, shall be made for each Property as follows: (a) All items general ad valorem taxes, special assessments and other taxes or charges of revenue and expenses with respect to the Venturea similar nature imposed by any Governmental Authority against a CLP Managed Property, the Facility Ownersor by any applicable property owners association, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date utility district or any other body (collectively, the “Original CompanyImpositions”) against the CLP Managed Properties for all prior years and (y) Purchaser (all current year Impositions that are due and payable on or before the Closing Date, together with all payroll taxes, sales taxes, license taxes, liquor taxes and use taxes that are due and payable with respect to the CLP Managed Properties on or before the Closing Date, shall have been paid by the applicable Seller on or before the Closing Date, subject to proration as 100% owner follows: Buyer shall be responsible for the payment to each applicable Seller of the Joint Venture immediately following 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). Original Company To the extent that Impositions for CLP Managed Properties for the current year have accrued but are not yet due and payable, such amounts shall be entitled paid by Buyer following the Closing Date, and Buyer shall receive a credit against the Purchase Price for the amount thereof that is attributable to all revenue 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 6.5(l). Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the Tenant under the Lease for such CLP Leased Property is responsible to pay all Impositions with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5. (b) All charges for all expenses gas, electricity, water, telephone, sewer and other utilities for the period of time up to the Apportionment Time, and Purchaser CLP Managed Properties shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made prorated on the basis of the actual number 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 receive a credit for, and shall assign to Buyer, all deposits made by Sellers at the CLP Managed Properties for any utility services; Sellers shall request that the companies and municipalities furnishing utility services to the CLP Managed Properties make termination readings on the morning of days in the year 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. Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the Tenant under the Lease for such CLP Leased Property is responsible to pay all such utility charges with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5. (c) With respect to the CLP Managed Properties, 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 CLP Managed Properties but that have not been invoiced as of the Closing Date, shall be prorated as of the Closing Date. (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 Manager with respect to the CLP Managed Properties shall be prorated as of the Closing Date. (e) Buyer shall receive a credit in the period amount of computation. Any item which canall deposits received by Sellers or Manager for Bookings to take place after the Closing with respect to the CLP Managed Properties (and shall assume all liability arising after Closing with respect thereto). (f) Buyer shall receive a credit for all gift certificates, rain checks, or other instruments redeemable for goods or services at the CLP Managed Properties and sold or issued on or after the date that is twelve (12) months prior to the Closing Date, to the extent they have neither been redeemed nor expired as of the Closing Date. (g) Buyer shall receive a credit for any cash security deposit held by Sellers pursuant to any of the Leases, to the extent such security deposit or any portion thereof has not be finally prorated on been retained by Sellers prior to the Closing Date because pursuant to the terms of the unavailability applicable Lease, and Buyer shall thereafter be responsible for the return of information such deposit in accordance with the applicable lease; Seller shall be tentatively prorated on the basis receive a credit for any cash security deposit held by Ground Lessors pursuant to any of the best data then available and reprorated when Ground Leases, to the information is available but in each case with extent such security deposit or any portion thereof has not been retained by the time frames set forth in Section 8.04(b) belowGround Lessors prior to the Closing Date pursuant to the terms of the applicable Ground Lease. (bh) As soon All other items of income or expense with respect to the CLP Managed Properties shall be prorated as reasonably practicable 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 CLP Managed Properties in the ordinary course of business 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 the applicable Seller. (i) Buyer and in no event later than Seller acknowledge and agree that the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination balance of all prorations included on tax and insurance escrow accounts described in the Closing Statement Leases and Management Agreements and held by Seller (the “Proration True-Up StatementEscrow Accounts”)) and the balance of all Prepaid Annual Membership Dues (as defined in the Leases and/or Management Agreements) held by Seller shall be transferred and assigned by Seller to Buyer at the Closing (or alternatively, provided Buyer shall receive a credit to/reduction of the Purchase Price in the amount of such Escrow Accounts and Prepaid Annual Membership Dues) and Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement. (j) Buyer and Seller acknowledge and agree that with respect to property tax prorations, Seller and Purchaser the balance of all cap ex reserve accounts at the Properties (the “Reserves”) are set forth on Schedule 10.1(v)(A) as of the date of such report. Buyer shall agree receive a credit against the Purchase Price in the amount of the balance of such Reserves in place on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments day prior to the Closing Statement Date (which amount includes an uncommitted contingency component which is being credited against the Seller’s obligation to credit Buyer an amount equal to the Arrowhead Tap Fee pursuant to Section 5.2(c)), and Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement, including the obligation to establish new reserve accounts as shown on may be required. Seller shall retain ownership of the Proration True-Up StatementReserve accounts which are not included in the Property. Prior to Closing, deposits into and withdrawals from the Reserves shall be paid made in cash by the party obligated therefore within ten (10) days following ordinary course of business in accordance with the date terms of the Proration True-Up Statementapplicable Lease or Management Agreement. (k) XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX

Prorations. (a) All items of revenue Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses with respect to the Venturepayable under tenant leases, the Facility Ownersall as and when actually collected (whether such collection occurs prior to, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following or after the Closing Date). Original Company shall be entitled to all revenue ; real property taxes and shall be responsible for all expenses for the period of time up to the Apportionment Timeassessments; water, sewer and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made calculated on the basis of the actual number period covered); and any other expenses of days the operation and maintenance of the Property (including, without limitation, those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the year amount of the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in Section 7.2 above, shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by Buyer from tenants after the Closing shall be promptly paid to Seller to the extent of any rents and month other sums which were delinquent at Closing, after first applying all such amounts collected to current obligations. Buyer shall use reasonable efforts to collect such delinquent rents but shall not be obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property, in which case all such deposits for which Seller receives credit shall remain in place for the Closing occurs or in benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to assign such deposits to Buyer. Buyer shall cause all utilities to be transferred into Buyer's name and account at the period time of computationClosing. Any item which Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be finally prorated calculated accurately on the Closing Date because of Date, then the unavailability of information same shall be tentatively prorated calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the best data then available leases and reprorated when other sources of income and expenses, and shall deliver such computation to the information is available but in each case with Title Company prior to the time frames set forth in Section 8.04(b) belowClosing. (b) As soon The parties shall pay the closing costs below as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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.follows:

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities 5.4.1 The following shall be prorated between Seller and Purchaser as of 11:59 pm 12:01 a.m. on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days elapsed over the applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the year taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges actually received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date in accordance with the terms of the respective Leases) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs or in (and prorated between Purchaser and Seller accordingly), second, to the rents that shall then be due and payable to Purchaser for the period of computationtime following the month in which Closing occurs, and third to any unpaid rents owed to Seller for the period of time prior to the month in which Closing occurs, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Any item Purchaser may not waive any delinquent rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which canSeller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be finally prorated on entitled to seek to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date because Date, Seller shall retain all rights relating thereto. (c) All income and operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the unavailability Property and located in the same geographic area as the Property. (d) Charges and payments under Assumed Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of information shall be tentatively prorated Contracts. (e) Any fees or licenses prepaid by Seller for which Purchaser will receive credit or benefit following Closing, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (f) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the best data then available and reprorated most recently issued bills therefor, subject to adjustment after the Closing when the information is available but in each case with next bills are available, or if current meter readings are available, on the time frames set forth in Section 8.04(b) belowbasis of such readings. (bg) As soon as reasonably practicable after Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, which shall be paid credited in cash by the party obligated therefore within ten their entirety to Seller. (10h) days following the date of the Proration True-Up StatementIntentionally Deleted. (i) Intentionally Deleted. (j) Intentionally Deleted.

Prorations. 12.1. Rents (a) All exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and similar items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated credited to Seller; and other similar items shall be adjusted ratably as of 11:59 pm p.m. on the Closing Date (Date, and credited against the “Apportionment Time”) to allocate between (x) balance of the Joint Venture as it was constituted immediately prior cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled paid by Purchaser and Assessments payable in installments which are attributable to all revenue and shall be responsible for all expenses for the period of time up prior to the Apportionment Time, and Purchaser Closing shall be entitled paid by Seller. If the amount of any of the items to all revenue and be prorated is not then ascertainable, the adjustments thereof shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in the year and month in which the Closing occurs or in the period of computationParagraph 12.2 below. 12.2. Any item which cannot be finally prorated on All basic rent paid following the Closing Date because by any tenant of the unavailability Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of information all current basic rent 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 deemed a "Post-Closing Receipt" until such time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, subject to proration for the date month of Closing. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller will pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. The following adjustments to the Purchase Price shall be made at the Closing by proration of the amounts as specified below as of 11:59 p.m. of the date preceeding the closing: (a) All items of revenue Ad valorem real estate and expenses with respect personal property taxes applicable to the VentureProperties for 1996, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) such apportionment to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number previous year's taxes unless the bill therefor is avail▇▇▇▇. Once the taxes for 1996 are established, upon written demand by either party, the parties shall promptly recompute such proration in accordance with the current tax figures, and any excess payment or credit received by a party shall promptly be reimbursed by it to the other party. Buyer shall have the right to contest the 1996 taxes and Seller shall provide Buyer with any information in Seller's possession to assist such contest. The provisions for readjustment of days in the year taxes are intended to and month in which shall survive the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowthis transaction. (b) As soon as reasonably practicable after ClosingWater and sewer rentals, charges for the 10/29/96 6 supply of electricity, gas, trash collection and other utility and service charges. (c) Charges and receipts under service, maintenance, and in no event later than other like contracts affecting the six Subject Property. The amount of charges paid by Seller prior to the Closing and attributable to a period after the Closing shall be credited to Seller. The amount of receipts received prior to the Closing and attributable to a period after the Closing shall be credited to Buyer. (6d) month anniversary All other proratable items with respect to the Subject Property, including, but not limited to, rents. Security deposits shall be transferred as an escrow item which shall not adjust the Purchase Price. Rents and reimbursements for periods prior to Closing which have not been collected as of Closing, shall be applied first to post-Closing date delinquencies, and then to pre-Closing date delinquencies. (e) All items to be adjusted for which figures are not available at the Closing, including real estate taxes for the year 1996, will be adjusted, and payment therefor will be made by Seller and Purchaser shall agree on the final determination of all prorations included on to Buyer or by Buyer to Seller, as appropriate, as soon as figures are available after the Closing Statement (and, in the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination case of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaserrevenues, 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 Statementwhen they are collected.

Prorations. (a) All items of revenue The Escrow Agent shall deliver a draft closing statement showing all prorations and expenses with respect of the transaction to Seller and Purchaser at least three (3) days prior to the Venture, Close of Escrow. Taxes and assessments affecting the Facility Owners, Property and any expenses of the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated between Purchaser and Seller as of 11:59 pm the Closing Date. All non-delinquent real estate taxes and assessments on the Property shall be prorated based on the actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Seller by the Closing Date (or if supplemental taxes are assessed after the “Apportionment Time”) Closing for the period prior to allocate between (x) the Joint Venture as it was constituted immediately Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to the Closing Date (collectivelyand Purchaser shall bear all real property taxes, including all supplemental taxes, allocable to the period from and after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following parties shall make any necessary adjustment after the Closing Date). Original Company by cash payment to the party entitled thereto so that Seller shall be entitled have borne all expenses allocable to the period prior to the Closing and Purchaser shall bear all revenue expenses allocable to the period from and after the Closing (provided, however, that Purchaser shall be responsible for all pre-closing expenses related to the Approvals). The provisions of this Article 6 shall survive the Closing, for a period of one (1) year. All improvement and special liens and assessments shall be prorated, with Seller paying all amounts due for the period of time up prior to the Apportionment Time, Closing and Purchaser shall be entitled to paying all revenue and shall be responsible for all expenses amounts due for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) from and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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. (a) All items revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated apportioned equitably between the parties as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in a particular month, and with respect to the year items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and month in which the percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing occurs there are any past due rents or in the period of computation. Any item which cancharges owed by occupancy tenants, they shall not be finally prorated on until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date because (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied (except as to the lease with the County of Los Angeles) first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. With respect to the Tenant Lease with the County of Los Angeles, however, first payments collected by Purchaser shall be delivered to Seller until all arrearages and delinquencies have been satisfied. Notwithstanding any of the unavailability foregoing, in the event that Purchaser within six (6) months after Closing alters the financial terms of information any Tenant Lease of 2,500 square feet or less pursuant to which Seller is owed delinquent rents or charges, then, with respect to rents or charges under such Tenant Lease that are first received by Purchaser after the alteration of the financial terms by Purchaser, such payments shall be tentatively payable first as follows: (x) first to Seller for the delinquent rents or charges which are attributable to the two (2) month period just prior to the Closing and (y) second to Purchaser for any then outstanding rental obligations which first become due and payable on or after the Closing and (z) third to Seller for any remaining delinquent rents or charges which are attributable to the period prior to the Closing. For the purpose of the preceding sentence an eviction or termination of any tenant's occupancy is not an alteration of the financial terms of any Tenant Lease. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies applicable to such period. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the best data then available and reprorated when duration of the information is available but in each case with the time frames set forth in Section 8.04(b) below.same; (biv) As soon as reasonably practicable after ClosingSecurity Deposits, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaserplus accrued interest, if any, by reason of payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the Property, and Purchaser shall transfer all such adjustments utility services to the Closing Statement as shown its name and account immediately upon Closing; (vi) Service Contracts on the Proration True-Up Statementbasis of the charge or premium for the period involved; (vii) Tenant improvements costs and leasing commissions for leases, amendments and renewals signed after January 10, 1997, shall be paid by Purchaser if approved by Purchaser in cash by accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the party obligated therefore within ten (10) days following the date management and operation of the Proration True-Up StatementProperty. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities 5.4.1 The following shall be prorated between Seller and Purchaser as of 11:59 pm 12:01 a.m. on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days elapsed over the applicable period): (a) General real estate taxes and other state or city taxes, charges and assessments affecting the Property for the 2006 tax year (payable in calendar year 2007), which are not yet due and payable shall be prorated on a “cash” basis based on (i) the actual final real estate tax ▇▇▇▇ if available, or (ii) if not available, the final real estate tax ▇▇▇▇ for the 2005 tax year subject to reproration promptly upon issuance of the actual final real estate tax for the 2006 tax year; such proration shall include appropriate adjustments for any amounts contributed, payable, reimbursable or paid by tenants at the Property in connection with the period prior to Closing such that Seller shall receive a credit for taxes to be paid by each tenant at the Property after Closing in connection with the period prior to Closing. There shall be no proration or credit for general real estate taxes and other state or city taxes, charges and assessments affecting the Property for the 2007 tax year (payable in calendar year 2008). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date or from any change in the land usage of the Property. (b) All water charges, sewer rents and vault charges on the Property on the basis of the fiscal year for which assessed. (c) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any security deposits which are held in the form of letters of credit and shall cooperate with Purchaser in causing such letters of credit to be transferred to Purchaser. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs occurs, second to the rents that shall then be due and payable to Purchaser, third to the rents for the month preceding the month in which the Closing occurs, and fourth to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (d) All operating expenses. (e) Value of building supplies stored at the Property, at Seller’s cost, including any taxes, on the basis of a statement from Seller’s supplier. (f) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (g) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (h) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (i) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (j) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (k) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the period State of computation. Any item which Illinois. 5.4.2 If any of the items described in Section 5.4.1 hereof cannot be finally prorated on apportioned at the Closing Date because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be tentatively prorated on apportioned or reapportioned, as the basis case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b), (c) or (h), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b), (c) or (h), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the best data then available Closing Date. 5.4.3 Seller shall be given a credit for any payments Seller shall have made as of the Closing Date, in good faith and reprorated when in the information is available but ordinary course of business, in each case respect of the capital expenditures described on Exhibit N attached hereto and made a part hereof. Purchaser shall assume all liability for such capital expenditures as of the Closing, other than the amount of any payment made by Seller in connection such capital expenditures for which Seller receives a credit under this Section 5.4.3 in connection with the time frames Closing. 5.4.4 Seller shall be given a credit for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 8.04(b7.2.3(a) belowof this Agreement to the extent that such costs and expenses are either disclosed to Purchaser prior to the expiration of the Due Diligence Period or otherwise approved by Purchaser. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and 5.4.5 Purchaser shall agree be given a credit for any unpaid tenant improvement costs, leasing commissions or other leasing costs listed on Exhibit O attached hereto and made a part hereof. 5.4.6 Purchaser shall be given a credit for any unpaid amounts payable in connection with the final determination of all prorations included contracts listed on Exhibit P attached hereto and made a part hereof. 5.4.7 Purchaser shall be given a credit for any lease termination payment paid by Lincoln National Life Insurance Company pursuant to its Lease and received by Seller prior to the Closing Statement Closing; Purchaser shall be entitled to receive and retain any such lease termination payment paid by such tenant after the Closing. 5.4.8 Purchaser shall be given a credit (the “Proration True-Up StatementFree Rent Credit”) in an amount equal to the sum of any remaining free rent under the Free Rent Leases (as defined herein) less $200,000. “Free Rent Leases” mean those certain Leases (as such Leases exist on the date hereof) for the following specified space in the Property with (i) RidgeStone Financial, Inc. (Suites 140 and 150), provided that with respect to property tax prorations(ii) Optimus Solutions, Seller LLC (Suite 250), (iii) Magma Foundry Technologies, Inc. (Suites 425 and Purchaser shall agree 475) and (iv) Catalina Marketing (Suite 300). If the Closing occurs on the final determination of all such prorations within sixty days after Purchaser’s receipt of Scheduled Closing Date, the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementFree Rent Credit would equal $378,769.

Prorations. (a) All items of revenue Sellers and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”): all non-delinquent real estate, personal property and ad valorem taxes and assessments on the Property for the year in which Closing occurs as to the Washington Properties and on an accrual basis based on the applicable tax year, which is July 1, 2016 through June 30, 2017, rather than on a calendar year basis for the California Properties, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owners of the Property (on the basis of a 366 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to allocate between the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (xwhich approval shall not be unreasonably withheld) the Joint Venture as it was constituted immediately seven (7) days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title 51 Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) and (y) or by Sellers to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, including the final tax ▇▇▇▇, the prorations shall 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 number figures, and a final cash settlement will be made between Sellers and Purchaser, subject to the Final Proration Date (as defined below) limitation. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before the end of the Survival Period (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until the Final Proration Date, and in the year and month in which event any items subject to proration hereunder are discovered prior to the Closing occurs or in Final Proration Date, the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information same shall be tentatively promptly prorated on by the basis of the best data then available and reprorated when the information is available but parties in each case accordance with the time frames set forth in terms of this Section 8.04(b) below10.4. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included will receive a credit on the Closing Statement for (i) the “Proration True-Up Statement”)Acceleration Fee (as defined in the Qanta Lease) payable by Qanta Tenant to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Center Seller under the Qanta Lease, provided that with respect to property tax prorations, Seller and Purchaser shall agree on (ii) the final determination prorated amount (as of the Closing Time) of all such prorations within sixty days after Purchaser’s receipt of Rentals previously paid to and collected by Sellers and attributable to any period following the final tax bills for Closing Time. After the Closing, Sellers will cause to be paid or turned over to Purchaser all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRentals, if any, received by reason Sellers after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such adjustments Tenant Lease) payable to Seller under the Tenant Leases or from other occupants or users of the Individual Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Statement Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of sixty (60) days from the Closing Date, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Sellers by Tenants of the Property. Sellers shall have the right to pursue Delinquent Rentals after Closing, provided that Sellers shall not exercise any such remedy for a period of sixty (60) days after Closing. With respect to any Delinquent Rentals received by Purchaser within the Survival Period, Purchaser shall pay to Sellers any rent or payment actually collected during the Survival Period properly 52 attributable to the period prior to the Closing Time. All sums collected by Purchaser during the Survival Period, from such Tenant (excluding Tenant payments explicitly identified by the Tenant as shown payment for a specific rental period, or payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Sellers in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Sellers. Sellers shall be entitled to institute legal actions to pursue Delinquent Rental after a period of sixty (60) days after Closing, but in no event shall Sellers be permitted to institute eviction proceedings against any Tenant. Any sums collected by Purchaser and due to Sellers will be promptly remitted to Sellers, and any sums collected by Sellers and due to Purchaser will be promptly remitted to Purchaser. Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash Tenant Deposits (to the extent the foregoing were made by Tenants under the Tenant Leases and are not applied or forfeited prior to the Closing) to Purchaser on the Proration True-Up StatementClosing Date. Sellers shall also use commercially reasonable efforts to transfer to Purchaser any Tenant Deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, shall be paid in cash by the at Sellers’ cost (including Sellers’ payment of any third party obligated therefore within ten (10) days following the date transfer fees and expenses); if any of the Proration True-Up StatementSD Letters of Credit is not transferable, Sellers shall request the Tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Purchaser in replacement thereof and in the event such a new letter of credit is not issued in favor of Purchaser by Closing, Purchaser and Sellers shall diligently pursue such replacement after Closing and Sellers shall take all reasonable action, as directed by Purchaser and at Seller’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Tenant Lease, and in consideration of Sellers’ agreement as aforesaid, Purchaser shall indemnify, defend and hold Sellers harmless from any liability, damage, loss, cost or expense resulting from an alleged wrongful drawing upon any of the SD Letters of Credit after the Closing.

Prorations. 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 (a10) All items 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 revenue such tax bill, prorated as of Close of Escrow. 6.7.2. ▇▇l leasing commissions owing and expenses tenant improvements with respect to the VentureProperty transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Facility Owners, Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the Operating Tenant, the Operating Subtenants and the Facilities date of this Agreement shall be prorated between Buyer and Seller as their respective periods of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior ownership bear to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner primary term of the Joint Venture immediately following the Closing Date)new Lease. 6.7.3. Original Company shall be entitled Seller agrees to indemnify and hold Buyer harmless of and from any and all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Timeliabilities, claims, demands, suits, and Purchaser shall be entitled to all revenue judgments, of any kind or nature, including court costs and shall be responsible for all expenses for reasonable attorneys' fees (except those items which under the period terms of time after this Agreement specifically become the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis obligation of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”Buyer), provided that with respect to property tax prorations, Seller brought by third parties and Purchaser shall agree based on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company events occurring on 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 before the date of closing and which are in any way related to the Proration True-Up StatementProperty, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. 12.1. Rents (a) All items exclusive of revenue delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and expenses with respect assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees if and to the Venture, extent payable to the Facility Owners, existing property manager for rent received and prorated for the Operating Tenant, the Operating Subtenants month of Closing; real and the Facilities personal property taxes; and other similar items shall be prorated adjusted ratably as of 11:59 pm p.m. on the Closing Date (Date, and credited to the “Apportionment Time”) to allocate between (x) balance of the Joint Venture as it was constituted immediately prior cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date (collectivelyshall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company adjustments thereof shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in the year and month in which the Closing occurs or in the Paragraph 12.2 below. 12.2. For a period of computation. Any item which cannot be finally prorated on 120 days following the Closing, all basic rent paid following the Closing Date because by any tenant of the unavailability Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of information all current basic rent 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 deemed a "Post-Closing Receipt" until such time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but in no event shall Purchaser be required to initiate legal proceedings to collect such amounts. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller in an amount greater than $5,000.00, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. All income (aexcluding cash on hand and accounts receivable, which shall be and remain the property of Sellers), current operating expenses, association or trade group dues, accounts payable, real estate taxes, other taxes and assessments, all utilities, water and sewer charges, transferable license or permit fees, real estate and personal property ad valorem taxes (provided that, personal property ad valorem taxes shall not be prorated to the extent that Purchaser provides to Sellers evidence prior to the expiration of the Feasibility Period that local law where any of the Hotels are located would require Purchaser to pay such taxes that have already been paid by or on behalf of the respective Seller), phone bills, office bills, prepayments made under the Contracts and other income and expenses from or relating in each case to the Premises shall be adjusted and prorated as of the Closing, with Purchaser being entitled to all income and responsible for all expenses accruing after the Closing and Sellers being entitled to all income and responsible for all expenses accruing prior to the Closing. Sellers shall provide Purchaser with a list of all contracts subject to prorations for Purchaser's review at least two (2) All weeks prior to Closing. Sellers and Purchaser agree that inventories at any of the Hotels shall not be prorated. If any items of revenue income or expense are unascertainable on the Closing Date, a readjustment of such charges and expenses shall be made within sixty (60) days after the Closing or, in the case of property taxes for which tax bills are not yet available, promptly after such tax bills become available. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if the other is entitled thereto. Sellers shall use reasonable efforts to arrange for the rendition of final bills by the utility companies involved as of the Closing Date. Sellers shall use reasonable efforts to provide Purchaser with accountings for vending machines and commissions as of the Closing Date. Sellers shall credit Purchaser with the cost of repairs that have not been completed as of Closing with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated damage caused by Hurricane ▇▇▇▇ as of 11:59 pm set forth on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture ▇▇▇▇ Damage Schedule, as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner more fully set forth in Section 3.4. Guest room revenues of the Joint Venture immediately following Premises, whether in cash or in accounts receivable, arising from occupancy for the night beginning on the day preceding the Closing Date). Original Company , including any tax thereon, but exclusive of food, beverage, telephone and similar charges (which shall be entitled retained by Sellers), shall be credited one-half to Purchaser and one-half to Sellers. Sellers shall collect all revenue income and other sums payable by tenants or guests (or otherwise) and shall be responsible for the payment of all expenses on account of services and supplies furnished to and for the period benefit of time up the Premises through the Closing. Purchaser shall purchase and Sellers shall be credited for guest ledger receivables and for any and all cash that is in the cash drawer of each of the Hotels on the Closing Date. On the Closing Date, Sellers will not remove any other house funds or ▇▇▇▇▇ cash from the Premises until Purchaser is ready to the Apportionment Time, and start its operations. Purchaser shall be credited with all deposits from tenants or guests of the Premises (whether refundable or not) which relate to post-Closing services. Sellers shall remit to Purchaser at Closing all prepaid room charges for nights after the Closing Date. In addition, at Closing, Sellers shall deliver to Purchaser a schedule of all unpaid accounts receivable and other unpaid income items as of Closing. All such accounts receivable and other income items paid to and collected by Purchaser after Closing shall be promptly remitted to the order of Sellers. Except for sums actually received by Purchaser pursuant to the immediately preceding sentence, Purchaser shall assume no obligation to collect or enforce the payment of any amounts that may be due to Sellers, except that Purchaser shall render reasonable assistance, at no expense to Purchaser, to Sellers after Closing in the event Sellers proceed against any third party to collect any accounts receivable or other income items due Sellers. Purchaser shall have the right to pursue collection of such items after the Closing without Sellers' consent or involvement. In the event any adjustments pursuant to this Section 9 are, within one (l) year subsequent to Closing, found to be erroneous, then if either party hereto is entitled to all revenue additional monies and shall invoice the other party for such additional amounts as may be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments owing, such amounts shall be reflected on paid promptly by the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s other party upon receipt of the final tax bills for all relevant periods with respect to all of the Facilitiesinvoice. Such invoice shall be accompanied by reasonable substantiating evidence. The net amount due Original Company or Purchaser, if any, by reason provisions of such adjustments to this Section 9 shall survive 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 StatementClosing.

Prorations. (a) All items of revenue Rents and any additional charges and expenses with respect to 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 Venture, basis of the Facility Owners, period covered); and any other income or expenses of the Operating Tenant, operation and maintenance of the Operating Subtenants and the Facilities Property shall all be prorated as of 11:59 pm 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 10.5. Seller shall deliver draft prorations to Purchaser at least five (5) Business Days before Closing Date. (b) 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, (i) Seller shall credit Purchaser with the amount of any cash security deposits actually held by Seller pursuant to the Leases (to the extent such security deposits are not applied against delinquent rents in accordance with the Leases). Any taxes that are payable in the year in which the Closing occurs (“Apportionment TimeCurrent Tax Year”) to allocate shall be prorated between (x) Purchaser and Seller based upon the Joint Venture as it was constituted immediately number of days in the Current Tax Year prior to the Closing Date (collectively, the “Original Company”which shall be allocated to Seller) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year Current Tax Year on and month in which after the Closing occurs or Date (which shall be allocated to Purchaser). Fees and charges under the Service Contracts (other than the Terminated Contracts) in respect of the most recent billing period which includes the Closing Date (“Current Billing Period”) shall be prorated on a per diem basis based upon the number of days in the period Current Billing Period prior to the Closing Date (which shall be allocated to Seller) and the number of computationdays 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. Any item which Calculations hereunder shall be based upon the most recent statement rendered to Seller by the applicable service provider and, after an actual statement covering the Current Billing Period is received, a copy shall be delivered to Purchaser or Seller, as applicable, and the apportionment of such charges hereunder shall be recomputed if necessary. (d) Seller and Purchaser hereby agree that if any of the aforesaid prorations and credits cannot reasonably be finally prorated calculated accurately on the Closing Date because or in the case of rents or other charges received from Tenants, such amount have not been collected, then the unavailability of information same shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As calculated as soon as reasonably practicable after Closingthe Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within sixty (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 no event later which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. (e) Not more than sixty (60) days after the six (6) month anniversary of Closing, Seller and Purchaser shall agree on make a final calculation of the real estate taxes, operating expenses and all other prorations or adjustments for the Property, including any adjustments for rent or escalation payments payable under the Leases in connection therewith. If such calculation discloses that Seller has collected more in estimated payments from Tenants for rents, operating expenses and taxes than it is entitled to retain after the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorationsreconciliations are completed, Seller shall pay such excess to 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 agree on pay such amounts to Seller when and as collected from the final determination of all such prorations within sixty days after Purchaser’s receipt tenants. No insurance policies of the final tax bills for all relevant periods with respect Seller are to all be assigned or otherwise transferred to the Purchaser, and no apportionment of the Facilitiespremiums therefor shall be made. The net amount due Original Company or Purchaser, if any, by reason provisions of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, this Section 10.5 shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statementsurvive Closing.

Prorations. 12.1. Rents (a) All exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; real and personal property taxes; and other similar items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated adjusted ratably as of 11:59 pm p.m. on the day prior to the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date (shall be paid by Purchaser. If the “Apportionment Time”) amount of any of the items to allocate between (x) be prorated is not then ascertainable, the Joint Venture adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as it was constituted immediately to delinquent rent referred to in Paragraph 12.2 below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to the Closing Date will first be applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt", but only to the extent such pre-closing indebtedness has not been paid in full. Within ten (collectively10) days following each receipt by Purchaser of a Post-Closing Receipt, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following shall pay such Post-Closing Receipt to Seller. Purchaser shall use good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date), Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Original Company Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 12.3. At Closing, One Hundred Thousand and No/100 Dollars ($100,000.00) of the balance of the Purchase Price shall be entitled deposited in escrow pursuant to all revenue the terms of the Escrow Agreement and shall be responsible for constitute the "Holdback Escrow Funds". Seller and Purchaser shall set forth the outstanding rents and all expenses for other monthly payments due and payable to Purchaser (i.e. those allocable to the period of time up to ownership of the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses Property by Purchaser) under the Leases for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or that have not already been credited to Purchaser at Closing (the "Outstanding Rents Due") in a schedule to be created and agreed upon within three (3) business days after the period date of computationClosing (the "Closing Rent Schedule"). Any item Upon Closing, Purchaser shall use its best efforts to collect the Outstanding Rents Due. Purchaser shall also use commercially reasonable efforts to collect all rents and other monthly fees due under the Leases (in accordance with the various terms of the Leases) for the month following the month in which cannot be finally prorated on the Closing Date because of occurs. On or before 5:01 p.m. Chicago time on July 31, 1997, Purchaser shall deliver to Escrow Agent and Seller a schedule (the unavailability of information shall be tentatively prorated on "Final Closing Rent Schedule") that accurately shows: (a) the basis of total rents and all other monthly payments due and payable under the best data then available and reprorated when Leases for the information is available but month following the month in each case with which the time frames set forth in Section 8.04(b) below. Closing occurs (the "Second Month Outstanding Rents Due"); (b) As soon all Second Month Outstanding Rents Due actually collected by Purchaser as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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.Final Closing Schedule (the "Second Month Rents Actually Collected"); and (c) the difference between the Second Month Outstanding Rents Due and the Second Month Rents Actually Collected (the "Second Month Deficiencies"). In addition to setting forth the Second Month Deficiencies, the Final Closing Rent Schedule shall also set forth the Outstanding Rents Due that have still not been collected by Purchaser, together with appropriate documentation supporting any such amounts. The sum of (a) the Outstanding Rents Due which are still outstanding at the time of the Final Closing Schedule and (b) the Second Month Deficiencies shall be referred to as

Prorations. (a) All items Subject to the provisions of revenue and expenses Exhibit E hereto the following shall be apportioned with respect to the VentureProperty: (i) real property taxes affecting the Realty and personal property taxes affecting the Personalty for the then current year, as of the Facility Ownersdate of Closing, any apportionment of such taxes with respect to a tax year for which either the tax rate or assessed valuation or both have not yet been fixed to be made upon the basis of the tax rate and/or assessed valuation last fixed; provided that Seller and Purchaser agree that to the extent the actual taxes for the current year differ from the amount so apportioned at Closing, Seller and Purchaser will make all necessary adjustments by appropriate payments between themselves following Closing, such obligation to survive Closing; (ii) current expenses under the Operating TenantAgreements; and (iii) gas, electricity, water, trash disposal and other utility charges. (b) In making such apportionments, Purchaser shall be responsible for real property taxes and other expenses accrued or incurred from and after the Operating Subtenants date of Closing. All such apportionments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the Facilities party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of such overpayment within thirty (30) days after receiving written demand therefor; provided that the party hereto receiving such notice has received sufficient evidence to verify the amount of such overpayment. In the event such party has not received sufficient evidence to verify the amount of overpayment, such party shall be prorated as afforded additional time to verify and/or dispute the amount of 11:59 pm on overpayment, but in no event longer than thirty (30) days after the notice. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustments if no such adjustments have been requested after a period of sixty (60) days after the Closing Date Date. All other matters with respect to apportionments shall be governed by the Closing Memorandum. The provisions of this Section 4.4(b) shall survive Closing. (c) Governmental assessments against the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately Realty shall not be prorated, but such assessments shall be paid in full by Seller at or prior to the Closing Date (collectivelyif the work for which assessment was made has been fully performed, the “Original Company”) or assumed and (y) paid by Purchaser (as 100% owner of the Joint Venture immediately following if such work has not been fully performed by the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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. 5.2.1 Rentals from Leases (aincluding fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, "RENT") All items of revenue and expenses with respect shall, subject to the Venturefurther provisions hereof, be prorated on the Facility Ownersbasis that Buyer shall receive a credit for all security deposits actually held by Seller and for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the Operating Tenantsame to Seller, after application of the Operating Subtenants and same to any rent due from the Facilities applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of 11:59 pm the Closing on the Closing Date (basis of the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior most recent assessed valuation of and rates and multiplier applicable to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date)Property. Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All If prorations shall be are not made on the basis of the actual number current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which are allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of days its utility accounts with respect to the Property closed out effective as of the Closing ▇▇▇▇; if such close-out is not possible, utilities shall be prorated as of the Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the year Closing occurs). 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, but which are not then due and payable (collectively, the "OPERATING EXPENSES"), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the Closing Date; provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or in by Buyer on or after the Closing Date shall be prorated as of the Closing Date. Buyer and Seller shall prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to Closing with actual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Tenants for the period of computation. Any item which cannot be finally prorated on Seller's ownership, Seller shall pay Buyer the Closing Date because amount of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after such rebates at Closing, and in no event later than if the six (6) month anniversary of Closing, Seller and Purchaser shall agree on Tenants owe the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that landlord any additional amounts for Operating Expenses with respect to property tax prorationsthe period of Seller's ownership, Buyer shall promptly pay Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s amount so owed to the landlord upon Buyer's receipt of the final tax bills for all relevant periods with respect same (and Buyer shall exert diligent good faith efforts to all of collect the Facilitiessame). 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, Any prorations under this Agreement based upon monthly amounts shall be paid in cash by the party obligated therefore within ten based upon a thirty (1030) days following the date of the Proration True-Up Statementday month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. (a) The Parties will each execute and deliver to Escrow Agent for the Closing a closing statement setting forth the Purchase Price and all closing credits, prorations, charges, costs and adjustments contemplated by this Agreement. All items prorations will be calculated as of revenue the Closing Date by Escrow Agent, based upon the latest available information, with income and expenses expense for the Closing Date being allocated to Buyer. Buyer will receive a credit for any rent paid or payable by Tenant for the period beginning with respect and including the Closing Date through and including the last day of the month in which Closing occurs. All other credits and charges to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants Buyer and the Facilities shall Seller will be similarly prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall Real estate taxes and assessments, if not the sole responsibility of Tenant under the Lease, will be entitled prorated on an accrual basis and, if actual amounts are not available, will be based upon the current valuation and latest available tax rates or assessments. All pre-paid or abated rents or deposit amounts (including any tax or expense escrows and any security deposits) held by Seller under the Lease, if any, will be paid to all revenue and shall Buyer in the form of a credit against the Purchase Price. Seller will timely perform any tax or expense reconciliations that may be responsible for all expenses for required under the Lease to the extent applicable to Seller’s period of time up ownership. If after Closing either Party receives any rents or other amounts that properly belong to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on other Party based upon the Closing Statement (with prorations, such supporting documentation as the parties hereto may reasonably require being attached as exhibits amounts will be immediately remitted to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowsuch other Party. (b) As soon as reasonably practicable If after ClosingClosing either Party discovers any errors, or receives additional information, indicating that the prorations were inaccurate, such Party will promptly notify the other and the Parties will correctly re-prorate the amounts in no event question. No such correction will be required later than twelve (12) months after the six (6) month anniversary Closing Date unless prior to such date the Party seeking the correction has given a written notice to the other Party specifying the nature and basis for such correction; provided, however, that if a correction is sought because current tax or assessment bills for the Property were not available as of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that correction period with respect to property tax prorations, Seller and Purchaser shall agree on the final determination closing proration of all such prorations within sixty taxes or assessments will if needed continue beyond such 12-month period until thirty (30) days after PurchaserBuyer’s receipt of the final tax bills for all relevant periods with respect applicable bills. In the event of any re-proration under this Section, the Party owing funds will within thirty (30) days after determination remit to all of the Facilitiesother Party the amount shown to be due. The net amount due Original Company or Purchaser, if any, by reason provisions of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, this Section 12 shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statementsurvive Closing.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day preceding the Closing Date (the “Apportionment "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Subsection 10.4(b) below. (ii) Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (vi) The value of fuel stored at the Real Property, at Seller's most recent cost, including taxes, on the basis of a reading made within five (5) days prior to the Closing by Seller's supplier. No adjustments shall be made on account of the Ground Lease. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time”) , and Purchaser will be charged and credited for all of the Proration Items relating to allocate between (x) the Joint Venture as it was constituted immediately 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 (collectivelythe "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the “Original Company”prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner 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 Joint Venture immediately following Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date). Original Company shall , the prorations will be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected made at Closing on the Closing Statement (with such supporting documentation as basis of 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 best evidence then available; thereafter, when actual figures are received, re-prorations shall will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of days in the year and month Closing Date, in which event no proration will be made at the Closing occurs or with respect to utility bills. Seller will be entitled to all deposits presently in effect with the period utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of computation. Any item which cannot be finally prorated on this Section 10.4(a) will survive the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(bfor eighteen (18) belowmonths. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included will receive a credit on the Closing Statement for the prorated amount (as of the “Proration True-Up Statement”), provided that with respect Time) of all Rental previously paid to property tax prorationsor collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller and will cause to be paid or turned over to Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRental, if any, received by reason Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such adjustments Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Statement as shown Date, and payment thereof has not been made on or before the Proration True-Up StatementTime. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental, shall but Purchaser will have no liability for the failure to collect any such amounts and will not be paid required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in cash and governed by the party obligated therefore within ten (10Section 10.4(d) days following the date below and excluding payments on account of the Proration True-Up Statement1999 reconciliations of operating expenses, utilities and real estate tax payments or payments in lieu thereof) will be applied first to current amounts owed by such Tenant to Purchaser and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. (a) All items Rents, including, without limitation, percentage rents, and all other income from the operation of revenue the Property, if any, and any additional charges and expenses payable by tenants under Leases, and assessments and charges payable to and collectable by the owner of the Property under the Property Declarations, all as and when actually collected; real property taxes (based on Title Company estimates, in the event that real property taxes for the year of Closing are not fully ascertained as of the Closing Date) and assessments (on a cash basis); water, sewer and utility charges; and amounts payable under any Service Contracts to be assumed by Buyer at Closing; and any other ordinary and recurring expenses of the operation and maintenance of the Property and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the date of Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the entire day of Closing and all subsequent periods, and Seller is entitled to the income and responsible for expenses attributable to all periods prior to the day of Closing), on the basis of a 365-day year. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions for which Buyer is responsible, as provided in Section 7.2. All rents and income collected after the Closing shall be applied and paid as provided in this ‎Section 8.5(a). Buyer shall have no obligation to Seller to collect any such unpaid rents or other charges (but agrees to invoice same to the applicable tenant as otherwise provided below), and all rents and other charges collected shall be first applied to current rents and charges due, next to rents and charges past due (in reverse order to which they become past due) for the period after the Closing Date through the then current rent period, and lastly to rents and charges past due for the period prior to the Closing Date. If a tenant shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied provided no other amounts payable for the period from and after Closing are past-due. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent due after the Closing until the tenant is current on rents and sums due under the applicable Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. For a period of up to ninety (90) days after Closing, Buyer agrees to remit invoices prepared by Seller (in the name of Buyer) in order to ▇▇▇▇ items payable by tenant’s under Leases, but Buyer shall not be required to take any other action to collect such amounts due unless it chooses to take such action and Buyer may deduct the reasonable apportioned third-party costs of collection from any such amounts collected before remitting the balance due Seller. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted, to execute against the assets of such tenant required for operation in the Property, or to exercise any other landlord remedy against such tenant other than to ▇▇▇ for collection. To the extent Seller collects rents and charges for Leases after the Closing Date, Seller agrees to hold all collections in trust, and to promptly turn over such collections to Buyer, and Buyer shall apply such funds between Buyer and Seller in the manner provided herein. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within 180 days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this ‎Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop or up to an expense cap, the proration between the parties of the income received from tenants over such base year amount or expense stop or up to an expense cap shall be calculated by multiplying the total reimbursement payable by the applicable tenant (after taking into account the applicable base year, expense stop or expense cap) for such applicable billing period by a fraction the numerator of which is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items (to which such base year, expense stop or expense cap apply, but without regard to the amount of any base year, expense stop or expense cap amounts), and the denominator of which is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, if applicable, fiscal) year within such billing period and billing items and otherwise in accordance with this ‎Section 8.5(a) (and after taking into account any estimated payments of rent actually collected by Seller and Buyer respectively for their respective period of ownership). By way of illustration but without limiting the foregoing, if: (i) the Closing occurs on June 1, 2016, (ii) during Seller’s period of ownership of the Property during the year 2016 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2016 (214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is 33 $400,000 (e.g., $950,000 total expenses minus a total base year amount of $550,000), then Seller would be entitled to $165,479.45 of such income ($400,000/365 days = $1,095.89 per diem multiplied by 151 days) and Buyer would be entitled to $234,520.55 of such income ($1,095.89 per diem multiplied by 214 days), regardless of the actual amount of expenses actually incurred by each party (which would have instead resulted in Seller receiving $189,473.68 of such income and Buyer receiving $210,526.32 of such income). For Leases which do not have a base year amount or expense stop or expense cap on expense reimbursements, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated by multiplying the total reimbursable expenses for each tenant by a fraction the numerator of which is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items, and the denominator of which is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, if applicable, fiscal) year within such billing period and billing items and otherwise in accordance with this Section 8.5(a) (and after taking into account any estimated payments of rent actually collected by Seller and Buyer respectively for their respective period of ownership). If any Lease is in effect for less than an entire year, then such proration and calculation of expense shall only be with respect to the Ventureapplicable billing period under the applicable Lease. Notwithstanding the above, (i) any amounts of rent or additional rent due to or from tenants with respect to Leases terminated before the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Date of Closing shall be prorated the sole obligation/benefit of Seller, and (ii) any amounts of rent or additional rent due to or from tenants with respect to Leases for which rent first commences on or after the date of Closing shall be the sole obligation/benefit of Buyer and shall not be subject to proration or adjustment under the above provisions. All adjustments set forth above shall be calculated on a tenant by tenant basis. In calculating prorations, no expenses shall be included within the numerator or denominator unless such expenses are reimbursable under the applicable Lease without giving effect to any lease provisions creating a base year, expense stop or expense cap with respect to the total amount of such expenses that are reimbursable to landlord. Notwithstanding anything herein to the contrary, except as provided in the second sentence of 11:59 pm this paragraph, Seller shall be solely responsible, at Seller's sole cost and expense, for all tenant reimbursements, payments, credits and reconciliations due tenants for the period prior to Closing based on funds collected by Seller prior to Closing (and for all reconciliation periods prior to the current reconciliation period in which the Closing Date occurs, as applicable), whether such amounts are determined to be due as a result of an audit exercisable by a tenant under a Lease that is exercised after Closing or otherwise, and Seller shall indemnify and defend and hold Buyer harmless from and against all costs, expenses, liabilities and credits that may be due or become due to tenants attributable to any such prior periods (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately and for all reconciliation periods which ended prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company In the event any tenants are due reimbursements, payments, credits or reconciliations attributable to such prior periods prior to Closing and such credits are known to and not disputed at Closing by Seller, Buyer shall receive a credit at Closing against the Purchase Price in the amount of such outstanding reimbursements, payments, credits or reconciliations due tenants and Buyer shall be responsible for paying same due tenants to the extent, but only to the extent, of the credit given Buyer by Seller hereunder at Closing. This provision shall survive Closing without limitation as to time. The amount of any cash security deposits and pre-paid rents attributable to periods following the Closing, if any, held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to all revenue retain such cash security deposits and such pre-paid rent). Seller will use commercially reasonable efforts (including payment of any reasonable issuer fees not otherwise payable by the applicable tenant) to cause any letters of credit held as security deposits to be transferred to, or reissued in, the name of Buyer at Closing. With respect to any such letters of credit held as security deposits that are not so transferred or reissued into the name of Buyer as of Closing, Seller shall continue to hold such letters of credit on behalf of Buyer and shall be responsible for act as lawfully directed by Buyer following Closing with respect to any such letters of credit; provided, however, that Buyer shall defend, indemnify and hold harmless Seller from and against any and all expenses claims, losses, damages, costs, expenses, obligations and liabilities (including, without limitation, court costs and reasonable attorneys’ fees and disbursements) incurred by Seller arising out of any action taken by Seller with respect to any such letter of credit in accordance with instructions as Buyer may direct. Seller shall receive credits at Closing for the period amount of time up any utility or other deposits with respect to the Apportionment TimeProperty to the extent such accounts are transferred to Buyer and Buyer receives the benefit of same. Buyer and Seller shall cooperate to cause all utilities to be transferred into Buyer’s name and account, or, at the option of either party, to cause Seller’s existing accounts to be closed and Purchaser to cause a new account to be opened in Buyer’s name, at the time of or immediately upon Closing in which event Seller shall be entitled to any refunds of any such utility or other deposits. Notwithstanding any provision above to the contrary, utility charges (including, but not limited to, water rates and sewer charges or rentals), if metered shall not be apportioned at Closing, but Seller shall cause all revenue utility meters to be read not more than two (2) days before Closing Date, and Seller agrees to pay promptly after receipt all utility bills and charges accruing up to and including the day preceding the Closing Date and Buyer agrees to pay all charges from and after Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits are based on estimates, or cannot be calculated accurately on the Closing Date, or in the case of rents or other charges received from tenants or other assessments due to or payable by the owner of the Property under the Property Declarations, such amount have not been collected, then the same shall be responsible for all expenses calculated as soon as reasonably practicable after the Closing Date, or the date actual amounts or known, or the date such amounts have been collected, as applicable, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) days after written demand by the other party (or any other amount due by one party to the other for the period after Closing under this Agreement not paid within thirty (30) days after demand by the party to who payment is owed) shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time after to time in the Apportionment Time“Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as Upon request of either party, the parties hereto may reasonably require being attached shall provide a detailed and accurate written statement signed by such party certifying as exhibits to the payments received by such party from tenants or third parties under the Property Declarations (but subject to proration hereunder) prior to or from and after Closing Statement) and to the manner in which such payments were applied, and shall increase or decrease (as make their books and records available for inspection by the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowother party during ordinary business hours upon reasonable advance notice. (b) As soon as reasonably practicable after ClosingAll title charges (including survey coverage and other endorsements and reinsurance charges to the Title Policy and the lender’s title policy, and in no event later than but excluding the six (6) month anniversary of Closing, Seller and Purchaser shall agree on basic premium for the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”Title Policy), provided that with respect to property tax prorations, Seller survey costs and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, recording fees shall be paid by Buyer at Closing. Seller shall be responsible for the basic premium for the Title Policy. Any escrow or closing fees shall be split equally between Seller and Buyer. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. (c) Any percentage rent received in cash by the party obligated therefore within ten (10) year in which Closing occurs shall be prorated based upon the number of days following the date of Seller’s and Buyer’s respective ownership of the Proration True-Up StatementProperty, regardless of whether such sales occur during the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (d) The provisions of this Section 8.5 shall survive the Closing.

Prorations. (a) All items of revenue and expenses with respect to The Purchase Price for the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated subject to prorations and credits as follows to be determined as of 11:59 pm 12:01 A.M. on the Closing Date, the Closing Date being a day of income and expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a credit at Closing for all rents collected by Seller prior to the Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid Rent or any other non-current sums due from tenants unless and until said sums are paid. Any portion of any rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date shall be paid, promptly after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be paid to Purchaser. Seller shall be solely responsible for collecting any rent under the Tenant Leases which is past due as of the Closing; provided, however, Purchaser shall be responsible for collecting any rent due for the month in which the Closing occurs and shall pay to Seller the portion of such rents if, as and when collected which has accrued prior to Closing. Any security deposits held by Seller at Closing shall be credited to Purchaser on the Closing Date. 2. Seller shall be entitled to collect from tenants the monthly adjustment rent or escalation payments payable under the Tenant Leases for the period prior to Closing for taxes and operating expenses for the Project, and Purchaser shall retain all such monthly rent or payments for the period after Closing. As soon as all such taxes and operating expenses for the Project are finally determined for the year in which the Closing occurs, Purchaser shall be responsible for adjusting with the tenants the adjustment rent or escalation payments paid under the Tenant Leases for such year. Seller shall pay to Purchaser Seller's share of any such adjustment payments owed to tenants under the Tenant Leases, and Purchaser shall remit to Seller Seller's share of any such adjustment payments paid by tenants; and Seller shall indemnify and hold Purchaser harmless in connection with all claims for Seller's share of the adjustments owed to tenants, which indemnity shall survive the Closing. Seller's share of any adjustments shall be determined based on the portion of operating expenses and real estate taxes for the year incurred by Seller (after taking into account any prorations pursuant to this Section D). 3. Purchaser shall receive a credit for any accrued but unpaid real estate taxes imposed in respect of the “Apportionment Time”) to allocate between (x) Project for the Joint Venture as it was constituted immediately portion of the current year which has elapsed prior to the Closing Date (collectivelyand to the extent unpaid, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Datefor prior years). Original Company If the amount of any such taxes have been determined as of Closing, such credit shall be entitled to all revenue based on the most recent ascertainable taxes and shall be responsible reprorated upon issuance of the final tax bill. Seller shall also give Purchaser a credit for all expenses any special assess▇▇▇▇s against the Project which are due and payable prior to Closing. 4. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the meters, if any, for utilities to be read the period of time up day on which the Closing Date occurs and to pay the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected bills rendered on the Closing Statement (with basis of 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 Companyreadings. All prorations If any such reading for any utility is not available, then adjustment therefor shall be made on the basis of the actual number of most recently issued bills therefor which are based on meter readings no earlier than thirty (30) days in the year and month in which prior to the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information Date; and such adjustment shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belownext utility bills are received. 5. Charges payable under the Service Contracts assigned to Purchaser pursuant to this Agreement. 6. Any vault fees or similar payments for the Project. At least five (b5) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of days prior to Closing, Seller and shall deliver to Purchaser shall agree on the final determination copies of all information and records necessary to support the prorations included on hereunder. In the Closing Statement (event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the “Proration True-Up Statement”)same, provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such no 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 requested more than one (101) days following the date of the Proration True-Up Statementyear after Closing.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original The Title Company shall be entitled to prorate all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Timerents, non-delinquent real property taxes, water, sewer, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for utility charges, amounts payable under the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement Service Contracts, annual permits and/or inspection fees (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made calculated on the basis of the actual number of days in period covered), insurance premiums (as to those policies, if any, that Buyer determines will be continued after the year Closing), and month in which other expenses normal to the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because operation and maintenance of the unavailability of information shall be tentatively prorated Property on the basis of a 365-day year as of 12:01 a.m. on the best data then available date the grant deed is recorded. Seller shall endeavor to have all meters for serving utilities, including, but not limited to, water, sewer, gas, and reprorated when electricity read on the information is available but in each case day before the Closing Date for proration purposes. Seller shall transfer to Buyer at the Closing all security deposits and other sums held for tenants and shall supply Buyer with an updated list of all tenants, security deposit amounts and the originals of all tenant leases together with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of tenant files. At Closing, Seller shall transfer possession of the Property so that Buyer or its assignee may immediately continue with ongoing leasing operations and Purchaser Seller shall cooperate with Buyer in providing all information that pertains to: delinquent rents, late fees, evictions, damages to retail units, and all similar matters. Seller and Buyer hereby agree on that if any of the final determination of all aforesaid prorations included cannot be calculated accurately on the Closing Statement Date, then the same shall be calculated within thirty (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty 30) days after Purchaser’s receipt the Closing Date and either party owing the other party a sum of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of money based on such adjustments subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of ten percent (10%) per annum from the Closing Statement as shown on Date to the Proration True-Up Statement, shall be paid in cash by the party obligated therefore date of payment if payment is not made within ten (10) days following the date after delivery of the Proration True-Up Statementa bill therefore.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed) and amounts payable under Service Contracts assumed by Purchaser on an accrual basis. Seller shall pay all amounts due thereunder which accrue prior to allocate between the Closing and Purchaser shall pay all mounts accruing on the Closing Date and thereafter. All capital and other improvements (xincluding labor and materials) which are performed or contracted for or by Seller at or prior to the Joint Venture as it was constituted immediately Closing will be paid by the Seller at or prior to Closing, without contribution or proration from Purchaser. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) two (2) Business Days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, the prorations shall 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 number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser except as otherwise provided in Section 9 above. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the year and month Closing Time, in which event no proration will be made at the Closing occurs or with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the period utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information Proration Items shall be tentatively prorated on the basis of the best data then available made by Purchaser and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(bSeller within sixty (60) below. (b) As soon as reasonably practicable days after Closing, and provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the tax bills for the Real Property for the year in no event later than which Closing occurs. The provisions of this Section 10.4 will survive the Closing until the date which is six (6) month anniversary months following the Closing Date (the “Reconciliation Period”), and in the event any items subject to proration hereunder are discovered within such period, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Seller and Purchaser, pursuant to RCW 60.80.020(1), hereby waive the services of Title Company in administering the disbursement of closing funds necessary to satisfy any unpaid utility charges. Purchaser shall transfer all utilities at the Property to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall use commercially reasonable efforts to cause all utility meters to be read as of the Closing Date. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date. All charges for utilities shall be prorated outside of the escrow contemplated herein within sixty (60) days after the Closing Date. All prorations shall be made in accordance with customary practice in the jurisdiction in which the Real Property is located, except as expressly provided herein. Following the Closing, Seller and Purchaser shall agree on reasonably cooperate with each other in order to calculate and determine the final determination correct amount of all prorations included required to be made pursuant to this Section 10. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the “Proration True-Up Statement”), provided that with respect Closing Time) of all Rentals previously paid to property tax prorationsand collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller and will cause to be paid or turned over to Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRentals, if any, received by reason Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such adjustments Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller or its successor by Tenants under the Tenant Leases or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Statement Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any Delinquent Rentals payable to Seller and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. All sums collected by Purchaser within one (1) year after Closing from each Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time governed by Section 10.4(c) below and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as shown on the Proration True-Up Statementdescribed in and governed by Section 10.4(d) below, which shall be paid payable to and belong to Seller in cash all events) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the party obligated therefore within ten (10) days following period after the date Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by such Tenant to Seller. In no event shall Seller initiate litigation or other legal action after the Proration True-Up StatementClosing Date to pursue collection of Delinquent Rentals. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser will be promptly remitted to Purchaser.

Prorations. (a) All 6.7.1. Real property taxes, assessments, rents, security deposits expenses and other prorateable items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated through Escrow between Buyer 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 Close of Escrow. Rents, security deposits and expenses shall be approved by Buyer prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner Close of the Joint Venture immediately following the Closing Date)Escrow. Original Company Any delinquent rents collected by Buyer shall be entitled paid to all revenue 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 shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All assessment prorations shall be made based on the basis latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the actual number recipient shall promptly deliver a copy of days in such tax ▇▇▇▇ to the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closingother party, and in no event not later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. Any reserves maintained by Seller with the Lender in connection with the Loan that have not been and are not subject to being called upon by the Lender either shall be refunded to the Seller by the Lender or credited to the Seller at the Closing. 6.7.2. All leasing commissions owing and tenant improvements to be made with respect to the Property in connection with transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against all leasing commission claims brought against Buyer or the Property arising therefrom. If any of such tenant improvements have not been completed prior to close of Escrow, Seller shall credit Buyer at the Closing with the reasonable estimated cost of completing such tenant improvements. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the Proration True-Up Statementprimary term of the new Lease, renewal or expansion. 6.7.3. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all liabilities, damages, losses claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of Closing and which are in any way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all liabilities, damages, losses, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of Closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. The following items relating to the Assets, the ownership of the PGE Colstrip Interests, and the operation of the Colstrip Facilities, will be allocated pro rata per diem for the tax year that includes the date of the Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the date of the Closing: (a) All items of revenue and expenses Property Taxes on or with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowAssets. (b) As soon as reasonably practicable after ClosingRents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in no event later than connection with similar transactions. Except as otherwise agreed by the six (6) month anniversary of Closingparties, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination net amount of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown will be settled and paid 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 StatementClosing. At least ninety (90) days prior to the Closing Date, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06.

Prorations. (a) All As between Assignee and Tenant, revenues and expenses, utility charges for the billing period in which the Transfer Date occurs, real and personal property taxes, certain prepaid expenses and other related items of revenue and expenses with respect or expense attributable to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated between Tenant and Assignee as of 11:59 pm on the Closing Transfer Date. In general, such prorations shall be made so that as between Assignee and Tenant, Tenant shall be reimbursed for prepaid expense items to the extent that the same are attributable to periods after the Transfer Date (and Tenant shall remain responsible for the “Apportionment Time”) payment as and when due of unpaid expenses to allocate between (x) the Joint Venture as it was constituted immediately extent that the same are attributable to periods prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner Transfer Date. The intent of the Joint Venture immediately following the Closing Date). Original Company this provision shall be entitled implemented by Assignee remitting to all revenue Tenant any invoices which describe goods or services provided to the Facility before the Transfer Date and shall be responsible for all expenses by Assignee assuming responsibility for the period payment of time up any invoices which describe goods or services provided to the Apportionment Time, Facility on and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement Transfer Date. (with b) All such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days elapsed in the year relevant accounting or revenue period and month in which the Closing occurs or in the period of computation. Any item which cannot shall be finally prorated based on the Closing most recent information available to Tenant. Utility charges which are not metered and read on the Transfer Date because shall be estimated based on prior charges, and shall be re-prorated upon receipt of statements therefor as of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowTransfer Date. (bc) As soon as reasonably practicable All amounts which are subject to proration under the terms of this Agreement and which require adjustment after Closing, and in no event later than the six Transfer Date shall be settled within thirty (630) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills Transfer Date or, in the event the information necessary for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchasersuch adjustment is not available within said thirty (30) day period, 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 then within ten (10) business days following of receipt of information by either party necessary to settle the date amounts subject to proration. (d) Within five (5) business days after the Transfer Date, Assignee shall remit to Tenant a cashiers check in an amount equal to any ▇▇▇▇▇ cash (as compared to resident funds) maintained at the Facility by Tenant as of the Proration True-Up StatementTransfer Date.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day preceding the Closing Date (the “Apportionment Proration Time”), the following (collectively, the “Proration Items”): (i) Rentals, in accordance with Section 10.4(b) below and other income from the Property. (ii) Any prepaid rents. (iii) Taxes. (iv) All operating expenses paid by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to allocate between (x) the Joint Venture as it was constituted immediately period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner 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 Joint Venture immediately following Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date). Original Company shall , the prorations will be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected made at Closing on the Closing Statement (with such supporting documentation as basis of 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 best evidence then available; thereafter, when actual figures are received, re-prorations shall will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of days in the year and month in which this Section 10.4(a) will survive the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(bfor twelve (12) belowmonths. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included will receive a credit on the Closing Statement for the prorated amount (as of the “Proration True-Up Statement”), provided that with respect Time) of all Rental previously paid to property tax prorationsor collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller and will cause to be paid or turned over to Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRental, if any, received by reason Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, retroactive rentals, all administrative charges, 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 the Tenant under the Leases or from other occupants or users of such adjustments the Property. Rental is “Delinquent” when it was due prior to the Closing Statement as shown Date, and payment thereof has not been made on or before the Proration True-Up StatementTime. Purchaser agrees to use commercially reasonable efforts with respect to the collection of any Delinquent Rental, shall but Purchaser will have no liability for the failure to collect any such amounts and will not be paid required to pursue legal action to enforce collection of any such amounts owed to Seller by Tenant. All sums collected by Purchaser from and after Closing from Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in cash and governed by Section 10.4(c) below) will be applied first to current amounts owed by the party obligated therefore within ten (10) days following Tenant to Purchaser and then to delinquencies owed by Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Seller shall have no rights after Closing to attempt to collect any amounts due under the date of the Proration True-Up StatementLease or to otherwise pursue Tenant.

Prorations. (a) All items of revenue 6.7.1. Real property taxes, assessments, rents, security deposits, and cam expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated through Escrow between Buyer 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 Close of Escrow. Rents, security deposits and cam expenses shall be approved by Buyer prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner Close of the Joint Venture immediately following the Closing Date)Escrow. Original Company Any delinquent rents collected by Buyer shall be entitled paid to all revenue 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 shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All assessment prorations shall be made based on the basis latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the actual number recipient shall promptly deliver a copy of days in such tax ▇▇▇▇ to the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closingother party, and in no event not later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the Proration True-Up Statementprimary term of the new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. (a) All Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of revenue income and expenses expense with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated between Seller and Buyer as of 11:59 pm midnight 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 night before the Closing Date). Original Company shall be entitled to all revenue Income and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser Property shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available acutal number of days in the month in which the Closing Date occurs and reprorated when on the information is available but basis of the accrual method of accounting. All such items attributable to the period through and including the Closing Date shall be credited to Seller; all such items attributable to the period following the Closing Date shall be credited to Buyer. Buyer shall be credited in each case escrow with (i) any portion of rental agreement or lease deposits with respect to the Property which are refundable to the tenants and (ii) rent prepaid beyond the Closing Date. Buyer shall not be entitled to any interest on rental agreement or lease deposits or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to tenants under applicable law or pursuant to the terms of the Leases. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable to Buyer in connection with the time frames set forth in Section 8.04(b) belowsale of the Property). (b) As soon Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably practicable after Closing, and possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included escrow on the Closing Statement Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) Buyer shall, consistent with reasonable business judgment, exert its reasonable efforts to collect for Seller following the “Proration True-Up Statement”), provided that Closing Date all rental income which is delinquent on the Closing Date with respect to property tax prorationsthe Property; provided, however, that Buyer shall not be required to commence legal proceedings to collect such rents. Notwithstanding the foregoing proviso, Seller and Purchaser shall agree on reserves the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills right to pursue any remedy for all relevant periods damages Seller may have against any tenant with respect to all such delinquent rents, but Seller shall not seek to evict any tenant or terminate any Lease based on such default in rental payments. Any sums collected on account of rents after the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments Closing Date shall be successively applied to the Closing Statement as shown on payment of (i) rent for the Proration True-Up StatementProperty due and payable in the month in which the closing occurs, shall be paid (ii) rent for the Property due and payable in cash by the party obligated therefore within ten months succeeding the month in which the closing occurs (10through and including the month in which payment is made), and (iii) days following rent for the date of Property due and payable in the Proration True-Up Statementmonths preceding the month in which the closing occurs.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day preceding the Closing Date (the “Apportionment Proration Time”), the following (collectively, the “Proration Items”): (i) Utility charges payable by Seller, if any, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to allocate be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (xii) License fees and any other amounts payable under the Joint Venture as it was constituted immediately AT&T Wireless License, if any. (iii) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. (iv) Any unconfirmed assessments will be satisfied in full by Seller at Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner 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 Joint Venture immediately following Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date). Original Company shall , the prorations will be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected made at Closing on the Closing Statement (with such supporting documentation as basis of 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 best evidence then available; thereafter, when actual figures are received, re-prorations shall will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of days in the year and month Closing Date, in which event no proration will be made at the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorationsutility bills. Seller will be entitled to all deposits presently in effect with the utility providers, Seller and Purchaser shall agree on will be obligated to make its own arrangements for any deposits with the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilitiesutility providers. The net amount due Original Company or Purchaser, if any, by reason provisions of such adjustments to this Section 10.4(a) will survive the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten for twelve (1012) days following the date of the Proration True-Up Statementmonths.

Prorations. (a) All items of revenue and expenses with respect The following adjustments to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis up to and the Facilities day immediately before the Closing Date: (i) Accrued general real estate taxes for the Property (the “Taxes”) for the year of Closing shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in taxes for the year and month in which the Closing occurs year, if known, or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated if unknown, on the basis of the best data most recent ascertainable taxes, but in either case based on the maximum allowable discount for early payment. To the extent such Taxes are due and payable after Closing, Purchaser shall pay all such taxes when they become due and payable and, promptly thereafter, the parties shall re-prorate taxes with, if any amount is due, an appropriate payment from one party to the other on the basis of the amount of taxes then due and payable. Prior to or at Closing, Seller shall pay or have paid all Tax bills which are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Purchaser. Special assessments which are confirmed or become a lien prior to Closing and pending assessments for work substantially completed as of Closing shall be credited to Purchaser at Closing. Purchaser shall receive no credit for other pending special assessments. (ii) Jupiter Park of Commerce Association annual assessments and dues for the year of Closing (the “Association Dues”); (iii) Charges under Contacts to the extent assigned to, and assumed by Purchaser at Closing (the “Contract Fees”); and (iv) South Florida Water Management District General Water Use Permit No. 50-25845-W fee and Palm Beach County Wellfield Operating Permit WP-91-054 annual fee (collectively, the “Permit Fees”). (v) The value of any fuel stored on the Premises, if any, at the price then charged by Seller’s supplier, including any taxes. (vi) water charges and sewer rents, if any, on the basis of the lien period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available and reprorated reading, subject to adjustment after the Closing when the information next reading is available but in each case with the time frames set forth in Section 8.04(b) belowavailable. (b) As soon as reasonably practicable Immediately after Closing, Seller shall make available at its offices, all records, contracts, receipts for deposits, unpaid bills, and in no event later than other papers or documents which pertain to the six (6) month anniversary of Closing, Seller Property together with all keys and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaserother items, if any, by reason used in the operation of the Property. Except as otherwise expressly set forth in this Agreement, Seller makes no representations regarding the existence or adequacy of such adjustments documents or items for use in management or operation of the Property. The foregoing shall not include the separate books, records, correspondence, and other documentation of Seller located at its offices. After the Closing, Seller shall have the right to inspect the books and records of the Property for any purpose reasonably related to Seller's prior ownership of the Property. For purposes of all prorations provided for herein, Seller shall be responsible for all days up to and including the day immediately prior to the Closing Statement as shown on the Proration True-Up StatementDate, and Purchaser shall be paid responsible for all days thereafter. (c) Except as otherwise expressly provided in cash by the party obligated therefore within ten this Agreement (10) days following the date of the Proration Trueincluding Section 25 hereof), all pro-Up Statementrations provided for herein shall be final.

Prorations. 15.1 Water and other utility charges due for the period prior to 12:01 a.m. on the Closing Date (a"Proration Date") All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be paid by Seller. Regular ad valorem real estate taxes shall be prorated as of 11:59 pm the Proration Date. Real Estate tax prorations shall be based on the Closing maximum discounted rate available at Closing. Prior to Closing, Purchaser and Seller shall notify all utilities providing service to the Property of the prospective change in ownership and that all bills for the period from and after the Proration Date (shall be paid by Purchaser, with no interruption in service. All utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, which are due prior to the Closing Date (collectivelyshall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the “Original Company”) and (y) Purchaser (as 100% owner adjustments thereof shall be on the basis of the Joint Venture immediately following most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date), Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. Original Company All other prorations will be final except as to rent reconciliations referred to in Paragraphs 15.2 and 15.3 below and as provided in Paragraph 15.4. 15.2 All base rent, percentage rent and other common area maintenance, tax and insurance charges actually paid by tenants under the Leases and all other items of income actually received from the operation of the Property (all such charges other than base rent, "Additional Rent") shall be prorated as of the Proration Date. Purchaser shall receive a credit at Closing for all prepaid rent. To the extent the Leases provide for the adjustment of previously paid estimates of Additional Rent on a date after the Proration Date, Seller shall be entitled to all revenue and receive, or shall be responsible for all expenses for the period of time up to the Apportionment Timepay, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be, its pro rata share of any such adjusted amounts which are applicable to periods ending prior to the Proration Date. Seller agrees that Seller shall promptly remit to Purchaser any rental or other payments that Seller, or any of its affiliates or agents, may receive post-Closing, except that Seller need not remit payments attributable to periods prior to the Proration Date if the tenant making such payment to Seller is current in all payments due to Purchaser for periods after the Proration Date. Purchaser shall deliver to each tenant of the Property (with a copy of each to Seller) a final reconciliation of Additional Rent due for calendar year 1996 on or before March 1, 1996. Purchaser shall use reasonable efforts (without any obligation to terminate leases or initiate lawsuits) to collect such Additional Rent from such tenants. On May 1, 1996, Purchaser shall provide Seller with a reconciliation of the Purchase Price taking into account amount of all Additional Rent collected from or refunded to tenants for calendar year 1996, and Purchaser and Seller shall reprorate such Additional Rent as of the parties respective interests in Proration Date, within 10 days after Purchaser's delivery to Seller of such reconciliation. Notwithstanding anything to the Original Companycontrary herein, the provisions of this Paragraph shall survive the Closing. 15.3 There shall be no credit to Seller for rent or other amounts delinquent as of the Closing Date. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on basic rent paid following the Closing Date because by any tenant of the unavailability Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of information all current basic rent owed by said tenant to Purchaser for periods on or after the Closing Date 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 deemed a "Post-Closing Receipt" until such time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, and without any obligation to terminate leases or initiate lawsuits, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 180 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 150 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. This Paragraph 15.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.4 All refunds for time periods prior to the Proration True-Up StatementDate in connection with any ongoing real estate tax protests for the Property initiated by Seller prior to the Closing shall remain the property of Seller (except to the extent required to be refunded to tenants under such tenants' leases) and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, Purchaser agrees to promptly remit all such sums to Seller subject to the rights, if any, of any existing tenant of the Real Property to receive any pro rata share of such refund under such tenant's lease. Purchaser agrees, at no cost, expense, liability or potential liability to Purchaser, to execute any documents reasonably requested by Seller in connection with such tax protests. 15.5 In addition to the foregoing prorations and credits, Landlord shall provide Purchaser at Closing with a credit of $139,192.75 (calculated as follows) in connection with certain tenant improvement costs to be assumed by Purchaser with respect to the Lease with EBP Healthplans, Inc. ("EBP") and the Lease with Paxson Broadcasting of Orlando ("▇▇▇▇▇n"): Paxson tenant im▇▇▇▇▇▇ent allowa▇▇▇▇ assumed by Purchaser: 2nd Amendment $ 45,018.75 3rd Amendment 177,186.00 Subtotal $222,204.75 Payment made by Seller ($2,100.00) Purchaser's agreed share of Paxson improvement allowance ($80,136.00) Purchaser credit to Seller for leasing commission paid for Paxson amendment ($3▇,▇▇▇.00) Outstanding EBP tenant improvement balance under August 2, 1994 Lease $ 34,224.00 ----------- Net closing credit to Purchaser $139,192.75 ===========

Prorations. Notwithstanding anything contained in the Agreement to the contrary, Buyer shall receive a credit against the Purchase Price at Closing for the following amounts: 9.1 the total amount of all security deposits provided for in the Leases, together with interest thereon in the amounts set forth in or as required to be accrued, as applicable, under the Leases, regardless of whether the tenants under such Leases actually paid such security deposits or interest was actually earned thereon; provided, however, that Buyer shall not be entitled to receive a credit against the Purchase Price for any security deposits that are provided for in any Lease which have not been collected by Seller but as to which Seller has provided Buyer a release from such tenant thereunder, in form and substance acceptable to Buyer, with respect to such security deposit; 9.2 any prepaid rents and/or free rental periods under the Leases attributable to the period after the Closing, including, without limitation: (ai) All items rent prepaid by E. ▇▇▇▇▇▇ & Associates, Inc. ("S▇▇▇▇▇") under the certain Lease dated August 4, 1997 between Center Office and S▇▇▇▇▇ for the period from the Closing Date through February 15, 1997; and (ii) rent prepaid by JPR Capital Corp. ("JPR") under that certain Lease dated December 12, 1996 between Center Office and JPR for the months of revenue December, 1997 and expenses December 1998; 9.3 $48,420.00 with respect to Center Retail's obligation under the A▇▇▇▇▇ Lease to reimburse A▇▇▇▇▇ for tenant improvements currently under construction, which reimbursement has not been paid by Center Retail as of the Closing Date; 9.4 $27,702.00 with respect to Center Office's obligation under EXHIBIT D of the Dialysis Centers Lease to reimburse Dialysis Centers for tenant improvements, which reimbursement has not been paid by Center Office as of the Closing Date; 9.5 $47,073.75 with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below.Landscape Obligation; and (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that 9.6 $300,000.00 with respect to property tax prorations, Seller payment of the "Product Improvement Plan" imposed by Radisson Hotels International Inc. in connection with the Assignment and Purchaser shall agree on Assumption of License Agreement for Radisson Suite Hotel Boca Raton. The credits for which provision is made in the final determination foregoing SUBPARAGRAPHS 9.1 through 9.6 constitute full settlement of all such prorations within sixty days after Purchaser’s receipt obligations of the final tax bills for all relevant periods Seller to Buyer with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statementmatters set forth therein.

Prorations. Subject to the terms of this Section 9.1, at or prior to the Closing, the parties shall prorate, as of 11:59 p.m. on the date immediately preceding the Closing Date (a) All items of revenue the “Prorations Time”), all income and expenses with respect to the VentureProperty and payable to or by the LLC, including, without limitation: (i) all real property taxes on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the Facility Ownersapportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation); (ii) rents and other tenant payments and tenant reimbursement, if any, received under the Leases; (iii) charges for water, sewer, electricity, gas, fuel, steam, vault taxes and other utility charges (other than those charges required to be paid directly to the utility company by Tenant) all of which shall be read promptly before the Closing; (iv) periodic fees for licenses, permits or other authorizations with respect to the Property; and (v) all other items customarily prorated in connection with transactions of the type contemplated by this Agreement. A further proration shall be made between the parties when the tax b▇▇▇ for the tax year in which the Closing occurs becomes available. In conjunction with such prorations, Seller will assign to Purchaser its share of all utility deposits which are assignable (and Seller shall be credited with such amounts). In connection with the calculation of the Purchase Price under Section 2.1 hereof, it is anticipated that the items prorated hereunder will be adjusted on an aggregate basis against the net proceeds of the hypothetical sale of the Property for $362,000,000. Accordingly, for purposes of adjusting the Purchase Price between Purchaser, in its capacity as purchaser of Seller’s LLC Interest, and Seller, in its capacity as seller of Seller’s LLC Interest, the Operating Tenant, the Operating Subtenants and the Facilities Seller shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100bear 66 2/3% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue amounts debited hereunder, and shall be responsible for all expenses receive 66 2/3% of the amounts credited hereunder, for the period items of time up to income and expenses prorated or adjusted hereunder for periods on or before the Apportionment Proration Time, and Purchaser shall be entitled to all revenue bear 66 2/3% of the amount debited hereunder, and shall be responsible for all expenses receive 66 2/3% of the amounts credited hereunder for the period items of time income and expense prorated or adjusted hereunder for periods after the Apportionment Prorations Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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. 5.2.1 Rentals from Leases (aincluding fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, “Rent”) All items of revenue and expenses with respect shall, subject to the Venturefurther provisions hereof, be prorated on the Facility Ownersbasis that Buyer shall receive a credit for all security deposits actually held by Seller and for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the Operating Tenantsame to Seller, after application of the Operating Subtenants and same to any rent due from the Facilities applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of 11:59 pm the Closing on the Closing Date (basis of the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior most recent assessed valuation of and rates and multiplier applicable to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date)Property. Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All If prorations shall be are not made on the basis of the actual number current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which arc allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of days its utility accounts with respect to the Property closed out effective as of the Closing Date; if such close-out is not possible, utilities shall be prorated as of the Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the year Closing occurs). 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, but which are not then due and payable (collectively, the “Operating Expenses”), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the Closing Date; provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or in by Buyer on or after the Closing Date shall be prorated as of the Closing Date. Buyer and Seller shall prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to Closing with actual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Tenants for the period of computation. Any item which cannot be finally prorated on Seller’s ownership, Seller shall pay Buyer the Closing Date because amount of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after such rebates at Closing, and in no event later than if the six (6) month anniversary of Closing, Seller and Purchaser shall agree on Tenants owe the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that landlord any additional amounts for Operating Expenses with respect to property tax prorationsthe period of Seller’s ownership, Buyer shall promptly pay Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaseramount so owed to the landlord upon Buyer’s receipt of the final tax bills for all relevant periods with respect same (and Buyer shall exert diligent good faith efforts to all of collect the Facilitiessame). 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, Any prorations under this Agreement based upon monthly amounts shall be paid in cash by the party obligated therefore within ten based upon a thirty (1030) days following the date of the Proration True-Up Statementday month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. 6.7.1. Real property taxes, personal property taxes, assessments, rents, and CAM expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. All security deposits shall be paid over to Buyer. Rents and CAM expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents attributable to periods prior to the Close of Escrow and which are collected by Buyer or Seller shall be retained by or paid to Seller; provided, however, that any amounts collected by Buyer or Seller shall be first applied to any rents then due to Buyer and, if collected by Seller, remitted to Buyer for such purpose. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not (a) All items cause Tenant to be delinquent for their current rent or become financially unstable or (b) have the right to seek eviction of revenue the Tenant by unlawful detainer or other means. Tax and expenses with respect assessment prorations shall be based on the latest available tax ▇▇▇▇. If after Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the Ventureother party, and not later than ten (10) days prior to the Facility Ownersdelinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner Close of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original CompanyEscrow. All prorations shall be made based on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowa 360- day year. (b) As soon as reasonably practicable after Closing, 6.7.2. All leasing commissions owing and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that tenant improvements with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt Real Property entered into prior to execution of the final tax bills Agreement including, but not limited to, commissions for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statementlease renewals and expansion options, shall be paid in cash by Seller, and Seller shall indemnify and hold Buyer harmless for lease commission claims brought against the party obligated therefore within ten (10) days following Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bears to the Proration True-Up Statementprimary term of the new Lease subject, in all events, to the prior approval of said Leases as herein provided by Buyer pursuant to Paragraph 7.3. 6.7.3. Seller agrees to indemnify and hold Buyer harmless from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorney fees (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the Close of Escrow and which are in any way related to the Property. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys fees, brought by third parties and based on events occurring subsequent to the Close of Escrow and which are in any way related to the Property.

Prorations. (a) All items of revenue and expenses with respect Notwithstanding anything to the Venturecontrary contained in this Agreement, all rent, additional rent, real estate taxes, common area maintenance and other charges, insurance obligations and utility charges payable under the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Acquired Leases shall be prorated as of 11:59 pm the Final Closing Date for each Acquired Lease. Sellers agree to prorate real estate taxes and assessments based on when such taxes and assessments accrue, notwithstanding when such taxes and assessments become a lien on the premises leased by an Acquired Leases. All percentage rent based on sales payable under an Acquired Lease for the fiscal period in which the Final Closing Date (for such Acquired Lease occurs shall be the “Apportionment Time”) to allocate between (x) responsibility of the Joint Venture as it was constituted immediately Sellers, provided, however, if Buyer opens for business from the applicable Store in the fiscal period in which the percentage rent is calculated, then percentage rent based on sales shall be prorated based upon the ratio that sales made at such Store for which percentage rents are calculated prior to the applicable Final Closing Date (collectivelybears to the aggregate sales made for the relevant fiscal period for which percentage rents are computed. The Sellers shall reasonably cooperate with Buyer in providing documents required under the Acquired Leases in order to comply with percentage rent reporting requirements. The Sellers and Buyer agree to adjust between themselves after the applicable Final Closing any errors, reconciliations, or omissions in the “Original Company”) prorations or adjustment set forth in the closing statements and (y) Purchaser (as 100% owner of any other prorations or adjustment made pursuant to this Agreement. Notwithstanding anything contained herein to the Joint Venture immediately following the Closing Date). Original Company contrary, such apportionments shall be entitled deemed final and not subject to further post-closing adjustments if no such adjustments have been requested within ninety (90) days after such time as all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the necessary information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, to make a complete and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final accurate determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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 Statementapportionments.

Prorations. The following prorations shall be made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365- day year. At least two (a2) All items of revenue and expenses with respect business days prior to the VentureClosing Date, Escrow Holder shall deliver to Seller and Buyer a tentative proration schedule setting forth a preliminary determination. 5.2.1 Rentals, prepaid rentals and prepaid payments (and all accrued interest thereon, if any) (collectively, "Rent") shall be prorated on the Facility Ownersbasis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing and for all security deposits held by Seller. Buyer shall not receive a credit for any Rent Seller has not received as of the Closing which is allocable to the period prior to the Closing. If Buyer shall collect any such Rent after the Closing, Buyer shall promptly pay the Operating Tenant, same to Seller (provided that all rent collected by Buyer after Closing shall be first applied to unpaid rent accruing after the Operating Subtenants Closing Date). 5.2.2 Real estate taxes and the Facilities assessments shall be prorated as of 11:59 pm the Closing on the basis of the most recent tax statement for the Property. 5.2.3 Any adjustments or prorations not finally determined or agreed upon as of the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled paid by Buyer to all revenue and shall be responsible for all expenses for the period of time up Seller, or by Seller to the Apportionment TimeBuyer, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) , from time to time in cash as soon as practicable following the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis receipt or determination of the actual number information necessary to make the adjustments after the Closing Date. 5.2.4 Without limiting the generality of days in Section 5.2.3, after the adjustments with tenants under the Leases at the end of the calendar year and month in which the Closing occurs (or in other applicable period) for taxes, assessments, maintenance charges and operating expenses (collectively, "CAM Charges"), Buyer shall prepare and present to Seller a calculation of the re-proration of taxes, assessments, CAM Charges and those operating expenses to which the CAM Charges relate, based on the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer's calculation. In addition, Seller shall provide Buyer with a credit for any unpaid tenant improvement expenses that are the landlord's obligation under Leases (other than New Documents and other than the $38,200 tenant improvement expense under the Lease with the University of Phoenix), and a credit for any free rent granted to tenants under Leases other than New Documents (other than the one month of free rent granted to the University of Phoenix for the month of March 2000). Seller represents to Buyer that Seller shall not dissolve or otherwise cease conducting business within one year after Closing and shall maintain sufficient assets to enable it to reasonably comply with its obligations under this paragraph and satisfy its other indemnification obligations under this Agreement. 5.2.5 For a period of computation. Any item which cannot be finally prorated on twelve (12) months following the Closing Date because of the unavailability of information Date, Buyer and Buyer's successors and assigns shall be tentatively prorated on the basis of the best data then make available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closingto Seller, and in no event later than the six (6) month anniversary of ClosingSeller shall make available to Buyer and Buyer's successors and assigns, Seller and Purchaser shall agree on the final determination of their respective employees, agents and representatives, all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that books and records maintained with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt Property which relate to any of the final tax bills for all relevant periods items to be prorated or allocated under this Agreement in connection with respect to all of the Facilities. The net amount due Original Company or PurchaserClosing, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, which books and records shall be paid in cash by made available for inspection and copying upon reasonable notice during ordinary business hours. Any such inspection shall be at reasonable intervals and at the party obligated therefore within ten (10) days following the date of the Proration True-Up Statementinspecting party's sole cost and expense.

Prorations. (a) All items revenues, income, receivables, costs, expenses and payables of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated apportioned equitably between the parties as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in a particular month, and with respect to the year items enumerated below where a particular manner of apportion- ment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and month in which the percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing occurs there are any past due rents or in the period of computation. Any item which cancharges owed by occupancy tenants, they shall not be finally prorated on until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date because (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the unavailability Property as of information the Closing Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be tentatively reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or lease entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the best data then available and reprorated when duration of the information is available but in each case with the time frames set forth in Section 8.04(b) below.same; (biv) As soon as reasonably practicable after ClosingSecurity Deposits, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaserplus accrued interest, if any, by reason of such adjustments payable thereon to the Closing Statement as shown on the Proration True-Up Statementtenants, and any other deposits and prepaid rent, shall be paid in cash by credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the party obligated therefore within ten Property, and Purchaser shall transfer all such utility services to its name and account immediately upon Closing; (10vi) days following Service Contracts on the date basis of the Proration True-Up Statementcharge or premium for the period involved; (vii) Tenant improvements and leasing commissions in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the management and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities 5.4.1 The following shall be prorated between Seller and Purchaser as of 11:59 pm 12:01 a.m. on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the year taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the period ordinary course of computationbusiness, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any item rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax refund received by Seller and arising out of the tax certiorari proceedings for calendar years 2003 through 2006. This provision shall survive the Closing. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be finally prorated on apportioned at the Closing Date because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be tentatively prorated on apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the best data then available tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and reprorated when any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the information is available but proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in each case connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the time frames terms and conditions set forth in Section 8.04(b7.2.3(a) below. of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (b3) As soon as reasonably practicable after Closing, Business Days prior to the date hereof. Seller shall be responsible for all brokerage and in no event later than leasing commissions and tenant improvement costs for the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination initial term of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect Leases entered into prior to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the Proration True-Up Statementdate of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be responsible for paying all fees, costs or commissions owing to the Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 At Closing, the Purchaser shall be receive a credit against the Purchase Price in the amount of $2,600,000. 5.4.6 The provisions of this Section 5.4 shall survive the Closing.

Prorations. 12.1. ▇▇▇ts (a) All exclusive of delinquent rents, but including prepaid rents); refundable security, pet and other deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid on-site operating expenses; real and personal property taxes; and other similar items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated adjusted ratably as of 11:59 pm p.m. on the Closing Date (Date, and credited against the “Apportionment Time”) to allocate between (x) balance of the Joint Venture as it was constituted immediately prior to cash due at Closing. Assessments payable in installments which are not due until after the Closing Date (collectivelyshall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company adjustments thereof shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in the year and month in which the Closing occurs or in the period of computationParagraph 12.2 below. 12.2. Any item which cannot be finally prorated on All basic rent paid following the Closing Date because by any tenant of the unavailability of information Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date 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 deemed a "Post-Closing Receipt" until such time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be indebtedness is paid in cash by the party obligated therefore within ten full. Within thirty (1030) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and, if the additional funds owing to Seller exceed $1,000 the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. (a) All items For the purpose of revenue this Section 7.5, all references to Transferor shall mean collectively Transferor and each of the Record Title Holders. 7.5.1 Rentals, revenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses with respect to affecting the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated between Transferee and Transferor as of 11:59 pm the Closing Date; provided, however, that Transferor shall receive a credit at the Closing in an amount equal to the rentals that are delinquent as of the Closing Date, but 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 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 period prior to Closing. For purposes of calculating prorations, Transferee shall be deemed to be title holder of the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. After the Closing, Transferor shall have no right to proceed in any manner or make any claim against Tenants for 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 tax ▇▇▇▇ has not yet been received by Transferor by the Closing Date (or if supplemental taxes are assessed after the “Apportionment Time”) Closing for the period prior to allocate between (x) the Joint Venture as it was constituted immediately Closing, the 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, including all supplemental taxes, allocable to the period prior to the Closing Date (collectivelyand Transferee shall bear all real property taxes, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled including all supplemental taxes, allocable to all revenue and shall be responsible for all expenses for the period of time up from and after the Closing. If any expenses attributable to the Apportionment Time, Property and Purchaser shall be entitled allocable to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits prior to the Closing Statement) and shall increase are discovered or decrease (as billed after the case may be) the Purchase Price taking into account Closing, the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which make any necessary adjustment after the Closing occurs or in by cash payment to the party entitled thereto so that Transferor shall have borne all expenses allocable to the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments prior to the Closing Statement as shown on and Transferee shall bear all expenses allocable to the Proration True-Up Statementperiod 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, Escrow Agent shall be paid in cash by the party obligated therefore within ten (10) days following the date deliver to each of the Proration True-Up Statement.parties for their review and approval a preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") setting forth (i) the proration amounts allocable to each of the parties pursuant to this Section

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities 7.1 Real property taxes shall be prorated as of 11:59 pm on Closing based upon a three hundred sixty-five (365) day year. At Closing, Purchaser shall be given a credit for all such taxes and assessments which occur prior to Closing but which are not yet due. All payments and installments due through the Closing Date (on bonds, special taxes, or assessments shall be paid by Seller. 7.2 All rents and charges due under leases of the “Apportionment Time”) to allocate between (x) the Joint Venture Property shall be prorated as it was constituted immediately prior of Closing based upon figures supplied to the Closing Date (collectivelyEscrow Holder by Seller and reasonably approved by Purchaser. If, at Closing, there are any past due rents or charges owed by tenants with respect to periods prior thereto, Purchaser shall not pay to Seller, in addition to the Purchase Price, the “Original Company”) and (y) amount of such delinquencies; but Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date)shall thereafter account to Seller for any sums received from such tenants. Original Company shall be entitled If Seller receives any prepaid rents or other charges from tenants applicable to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Timeperiods after Closing, and then Purchaser shall be entitled to all revenue credited through escrow with such rents and charges or, if received after Closing, such amounts shall be responsible for all expenses for paid promptly to Purchaser. 7.3 Purchaser shall be credited through escrow with the period amount of time after any refundable or nonrefundable tenant security deposits and any other refundable or nonrefundable tenant deposits or fees previously received by Seller or on behalf of Seller that have not been, as of Closing, expended or applied to tenant obligations pursuant to the Apportionment Timeleases, including, without limitation, cleaning deposits. Such "Credit check" fees shall not be considered to be a tenant deposit or fee. 7.4 Water, electricity, gas, and other utility payments or charges shall not be adjusted through escrow if readings can be made at Closing by the utility companies. Purchaser agrees to open accounts with the respective utilities and to cooperate with Seller in requesting readings on Closing. In the event that appropriate readings cannot possibly be obtained as of Closing, then adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) made by Purchaser and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made Seller through escrow on the basis of estimates from the actual number of days in latest bills available. 7.5 All other expense and income associated with the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information Property shall be tentatively prorated on the basis of the best data then available adjusted through escrow, based upon figures supplied by Seller and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, approved by Purchaser. Seller and Purchaser shall agree each provide preliminary figures to the other no later than five (5) days prior to Closing. 7.6 Seller shall assume and pay all debts, charges, claims, damages, and liabilities attributable to leases or the operation of the Property accruing and/or arising prior to Closing and shall hold Purchaser harmless therefrom and indemnify and defend against same, except liabilities expressly assumed in writing by Purchaser, including, without limitation, obligations of landlord under the tenant leases. 7.7 Purchaser shall assume and pay all debts, charges, claims, damages, and liabilities attributable to leases or the operation of the Property accruing and/or arising after Closing and shall hold Seller harmless therefrom and indemnify and defend against same, except liabilities expressly retained in writing by Seller, including, without limitation, obligations of landlord under the tenant leases. 7.8 Within ninety (90) days after Closing, Purchaser and Seller shall reconcile the actual amount of revenues or liabilities upon receipt or payment thereof, to the extent those items were prorated or credited at Closing based upon estimates. 7.9 To the extent in Seller's possession, Seller shall furnish to Purchaser with the documents identified on the final determination Exhibit "B" and in accordance with Section 5 above, a certified listing of all prorations included on the Closing Statement (the “Proration Truerental deposits and move-Up Statement”)in fees of whatever nature, provided that with respect including redecoration, cleaning, and processing charges. All such deposits, fees, and move-in charges shall be transferred to property tax prorationsPurchaser at Closing. Prior to Closing, Seller shall deliver to Purchaser the original of each written lease and Purchaser other rental agreement and a written description of each oral lease or rental agreement which affects the real estate or improvements, including all amendments and modifications thereof and options to renew or extend the term thereof. 7.10 Seller shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt pay any real estate or personal property, transfer, excise, or sales taxes or any similar taxes due as a result of the final tax bills for all relevant periods with respect to all sale of the Facilities. The net amount due Original Company or PurchaserProperty. 7.11 Mortgage and other reserves, 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 Statementassigned to Purchaser at Closing. Purchaser shall not reimburse Seller for such reserves assigned to Purchaser.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, periodic fees or assessments under declarations, reciprocal easement agreements or similar agreements to which the Property is subject, utility bills (except as hereinafter provided), amounts payable or paid under any Service Contracts assumed by Purchaser, collected Rentals (subject to the terms of Section 10.4(b) below) accrued interest under the Mortgage Loan and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to allocate between the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (xwhich approval shall not be unreasonably withheld, delayed or conditioned) the Joint Venture as it was constituted immediately at least two (2) Business Days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, the prorations shall 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 number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the year and month Closing Time, in which event (that is, as to any utility account, if such a final billing as of the Closing occurs or in the period of computation. Any item which cannot Time is then available) no proration will be finally prorated on made at the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorationsutility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers (and if so requested in writing by Purchaser, Seller will provide reasonable and good faith assistance to Purchaser in establishing new utility accounts, at no cost or liability to Seller). A final reconciliation of Proration Items shall agree be made by Purchaser and Seller on or before the final determination later of all such prorations within sixty twenty (20) days after Purchaser’s receipt of Closing and March 15, 2015 (the final tax bills for all relevant periods with respect "Final Reconciliation Date"); provided that such reconciliation, as it relates to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statementreal estate taxes, shall be paid in cash by the party obligated therefore made within ten thirty (1030) days following the date issuance of the Proration True-Up Statementtax bills for each Real Property. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until the Final Reconciliation Date (and such period reasonably necessary thereafter for any payment owing under this sentence to be made), and in the event any items subject to proration hereunder are discovered on or before the Final Reconciliation Date to be in error so as to result in a monetary adjustment of greater than $500, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4.

Prorations. (aA) All items of revenue Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses with respect to the Venturepayable under tenant leases, the Facility Ownersall as and when actually collected (whether such collection occurs prior to, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following or after the Closing Date). Original Company shall be entitled to all revenue ; real property taxes and shall be responsible for all expenses for the period of time up to the Apportionment Timeassessments; water, sewer and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made calculated on the basis of the actual number period covered); and any other expenses of days the operation and maintenance of the Property (including, without limitation, expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the year and month in which amount of the Closing occurs or in the period unamortized portion thereof), shall all be prorated as of computation. Any item which cannot be finally prorated 12:01 a.m. on the Closing Date because of date the unavailability of information shall be tentatively prorated Deed is recorded, on the basis of a 365-day year. Buyer shall reimburse Seller for the best data then available tenant improvement costs, leasing commissions, legal fees and reprorated when the information is available but in each case with the time frames set forth costs and free rent, as provided in Section 8.04(b7.2. Any sums collected by Buyer from tenants after the Closing shall be deemed to apply to rents and other sums that were delinquent at Closing and shall be promptly paid to Seller, and the remainder shall be retained by Buyer to apply to current obligations. Buyer shall use reasonable efforts to collect such delinquent rents and Buyer shall be entitled to reimbursement for all reasonable actual costs incurred by Buyer in collecting such delinquent rents from the amounts collected therefor by Buyer. Seller retains the rights to collect any such delinquent rents from tenants after Closing. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Security deposits in the form of letters of credit shall either be reissued in the name of Buyer at Closing, or Seller shall assign its rights therein to Buyer at Closing, and will reasonably cooperate with Buyer post Closing, at no expense to Seller, to facilitate the transfer to Buyer. Seller shall use reasonable efforts to cause all security deposits in the form of letters of credit to be amended or reissued in the name of Buyer as soon as possible after the Closing, and Buyer shall cooperate with Seller in such efforts. Upon delivery to Buyer of the reissued or amended letter of credit, Seller's obligations with respect to such letter of credit shall immediately terminate, and, from and after such delivery of the reissued or amended letter of credit, Buyer shall indemnify Seller and hold harmless and defend Seller from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) below. (b) As arising out of the letter of credit. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. Seller shall use reasonable efforts to cause all security deposits in the forms of letters of credit or certificates of deposit to be amended or reissued in the name of Buyer as soon as possible after the Closing, and Buyer shall cooperate with Seller in such efforts. It shall be Buyer's responsibility to transfer utility service for the Property as of the Closing Date. Buyer agrees to release, indemnify and hold Seller harmless from all claims, liability, costs or expenses arising out of or relating to the utility service for the Property after the Closing Date. Seller shall be entitled to credit for all deposits made by it with any company providing utility service. The indemnification obligation herein shall survive Closing. Seller reserves all right, title and interest in any refund obtained from any taxing authority as a result of a pending tax appeal made by Seller prior to the date of Closing; provided, however, Seller shall remit to Buyer, the proportionate share owed to tenants for amounts in excess of amounts previously paid by such tenants attributable to the period of Seller's ownership of the Property. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after Closingthe Closing Date, but no later than March 31, 2001, and in no event later than either party owing the six other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. (6B) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement pay one-half (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt 1/2) of the final tax bills for all relevant periods with respect escrow fee, any county transfer taxes applicable to all the sale, and one-half (1/2) of any other transfer taxes applicable to the sale. Buyer shall pay the costs of obtaining the ALTA title insurance policy, the cost of any endorsements, one-half (1/2) of any transfer taxes applicable to the sale other than county transfer taxes and one-half (1/2) of the Facilitiesescrow fee. The net amount due Original Company or Purchaser, if any, by reason Recording charges and any other expenses of such adjustments to the Closing Statement as shown on escrow for the Proration True-Up Statement, sale shall be paid by Buyer and Seller in cash accordance with customary practice as determined by the party obligated therefore within ten Title Company. (10C) days following The provisions of this Section 8.5 shall survive the date of the Proration True-Up StatementClosing.

Prorations. The following prorations shall be made between Purchaser and Seller as of the date of Closing: a. All rent and additional rent under the Leases of the Real Property (atogether the “Rent”) All items of revenue and expenses with respect attributable to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately period prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period property of time up to the Apportionment TimeSeller, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits Rent attributable to the Closing Statement) Date 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 period subsequent thereto shall be made on the basis property of Purchaser. If Rent for the actual number of days in the year and month in which the Closing Date occurs or in the period of computation. Any item which cannot be finally prorated on has been paid by either Tenant to Seller prior to the Closing Date because of the unavailability of information Date, then such rent shall be tentatively prorated on the basis property of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of receive a credit for all prorations included on such Rent attributable to the Closing Statement Date and the period subsequent thereto. If Rent for the month in which the Closing Date occurs has not been paid by either Tenant to Seller prior to the Closing Date, then such rent shall be the property of Purchaser and Seller shall receive a credit for all such Rent attributable to the period prior to the Closing Date. Purchaser and Seller each agree to remit to the other, within thirty (30) days after receipt of same, all Rent received by them after the Closing Date which is defined as the property of the other party pursuant to the terms of this subparagraph, which obligation shall expressly survive Closing hereunder. b. Ad valorem taxes and assessments for the year of Closing hereunder which are not payable by Tenants under the Leases (together the “Taxes”) and which are attributable to the period prior to the Closing Date shall be the responsibility of Seller, and such Taxes which are attributable to the Closing Date and the period subsequent thereto shall be the responsibility of Purchaser, and shall be prorated accordingly. The parties acknowledge that under the TSA Lease, Seller is obligated to pay, on an annual basis, real property taxes in the amount of $1,292,195.00 (the “Proration True-Up StatementBase Tax Amount”), provided which amount shall be pro-rated among the parties at Closing. The Government is obligated to pay all real property taxes in excess of the Base Tax Amount (by reimbursement thereof to Landlord under the TSA Lease), and such excess shall not be pro-rated at Closing, and shall be collected by Purchaser directly from the Government. c. Purchaser and Seller agree that with respect the payment process and status of all Seller maintenance costs or other Seller obligations under the Leases and all Service Contracts to property tax prorationsbe assigned to Purchaser at Closing shall be jointly reviewed by the parties immediately following the Effective Date of this Agreement, and that based on such review Purchaser and Seller and Purchaser shall agree on to the final determination appropriate manner of all proration of such prorations within sixty days after Purchaser’s receipt items prior to expiration of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementDue Diligence Review Period.

Prorations. 12.1. Rents (a) All exclusive of delinquent rents [i.e. unpaid on the Closing Date], but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes; and other similar items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated adjusted ratably as of 11:59 pm p.m. on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately date prior to the Closing Date (collectivelyDate, and credited against the “Original Company”) and (y) Purchaser (as 100% owner balance of the Joint Venture immediately following cash due at Closing. Seller shall receive a credit for the compensation payable to its manager on the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits Assessments payable in installments which are due subsequent 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 Date shall be made paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number of days most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below, and except as provided in the year last sentence of this section. The parties agree to make such post-closing and month readjustments as may be required due to errors and omissions in the prorations or due to obtaining actual amounts for items which were prorated based on estimates within thirty (30) days after the Closing occurs or in the period of computationDate. 12.2. Any item which cannot be finally prorated on All rent paid following the Closing Date because by any tenant of the unavailability Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of information all current rent and any past due rent owed to Purchaser 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 deemed a "Post-Closing Receipt" until such time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder but shall have no obligation to bring legal action. If Purchaser expends funds to collect rent due prior to the date Closing Date, Purchaser shall be reimbursed its collection expenses from any delinquent rent collected. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration TruePost-Up StatementClosing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts and the cost of performing Seller's audit. Paragraph 12 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 13.1. Rents (aexclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities (so long as no more than thirty (30) All days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of revenue and expenses the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the VentureProperties, the Facility Ownersi.e., the Operating Tenant, the Operating Subtenants those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the Facilities extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. Seller shall deliver to Purchaser all such real estate tax consulting contracts within fifteen (15) days of the date hereof. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement shall be deemed final as prorated on the Closing Date, except as to delinquent rent referred to in Paragraph 13.2 below. 13.2. For a period of ninety (collectively, the “Original Company”90) and (y) Purchaser (as 100% owner of the Joint Venture immediately days following the Closing Date). Original Company , all basic rent paid following the Closing Date by any tenant of the Properties who is indebted under a Lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent shall be entitled deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. On the last business day of each month following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all revenue amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall be responsible pay to Seller said additional Post-Closing Receipts and, if the amount owing Seller is greater than $5,000.00 for all expenses any one Real Property, the cost of performing Seller's audit. After the Closing, in no event shall Seller attempt to evict a tenant through any manner. Paragraph 13.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 13.3. To the extent it is reasonably possible for the period Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of time up an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the Apportionment Time, following terms and Purchaser conditions: (a) The temporary license granted by this paragraph shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated commence on the Closing Date because of the unavailability of information and shall be tentatively prorated expire on the basis of day which is one hundred eighty (180) days subsequent to the best data then available and reprorated date when the information public telephone directory pertaining to each Property is available but published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each case with Property without additional compensation to the time frames Seller except as set forth in Section 8.04(b) belowParagraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) As soon as reasonably practicable The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after Closingthe date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in no the event later than the six (6) month anniversary of Closingthat Seller decides to place such a listing and/or advertisement, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration Truebe entitled to a pro-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all rata credit for such prorations within sixty days after Purchaser’s receipt portion of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason cost of such adjustments listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Statement as shown Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the Proration True-Up Statementdate(s) set forth above. If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall be paid in cash such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the party obligated therefore within ten (10) days following the date laws of the Proration True-Up Statementstate where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities The following shall be prorated between Seller and Purchaser as of 11:59 pm the Cut-Off Time: (i) All real estate taxes, water or sewer charges and general or special assessments on the Real Property, or any other governmental tax or charge levied or assessed against the Property. If the Closing Date (shall occur before the “Apportionment Time”) actual amounts payable are known, then apportionment shall be based on the most recently ascertainable tax rates and assessed value of the Property. Seller shall be responsible for all such taxes that are allocable to allocate between (x) the Joint Venture as it was constituted immediately any period prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses such taxes allocable to any period from and after the Closing Date. If any taxes or assessments relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date any remaining installments with respect to such taxes or assessments that are allocable to any period prior to the Closing Date. Seller and Purchaser agree that to the extent the actual taxes for the period of time up to current year differ from the Apportionment Timeamount so apportioned at Closing, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached will within thirty (30) days after receipt of a request from Purchaser or Seller, as exhibits applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. At Closing, Seller shall transfer to the Purchaser control of all pending real estate tax certiorari proceedings which would or could affect post-Closing Statement) and periods. After Closing, Purchaser shall increase or decrease pay over to Seller any sums realized through such certiorari proceedings which are allocable to periods prior to Closing (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis after recovery of a reasonable allocation of the actual number of days legal expense and other costs incurred in realizing such sums). (ii) All rent for the year and month in which the Closing occurs with respect to the Leases shall be prorated at Closing. There shall be no credit for delinquent rent, which shall be paid over by Purchaser to Seller if collected by Purchaser after the Closing. (iii) With respect to Property Contracts assumed by Purchaser in accordance with this Agreement, (1) Seller shall be credited for sums prepaid by Seller under the Property Contracts, (2) Purchaser shall be credited for any amounts under the Property Contracts which as of Closing are due or accrued and relate to the period prior to Closing and (3) Purchaser and Seller shall prorate any amounts prepaid by the counterparty to any Property Contract (including, without limitation, prepaid bonuses or decorating allowances paid to Seller with respect to laundry or other similar ancillary agreements) over the term of the Property Contract. (iv) Seller shall perform, or cause to be performed, an accounting of cash on hand at the Property (i.e., in-house banks and ▇▇▇▇▇ cash, including till money, and, to the extent same are the property of Seller, vending machines and pay telephones) in the presence of a representative of Purchaser and Purchaser shall retain such amounts and Seller shall be credited with a like amount at Closing. (v) All tour and travel agent commissions paid prior to Closing by Seller in respect of Bookings relating to a period after the Closing shall be credited to Seller at Closing. All advance deposits received by Seller prior to Closing in respect of computationBookings relating to a period after the Closing shall be credited to Purchaser at Closing. Purchaser shall have no obligation to honor any reward stays occurring after Closing and accordingly Purchaser shall receive no credit for any such reward stay it elects to honor after Closing. (vi) All accrued compensation (including without limitation, accrued severance and vacation benefits and any other benefits) payable to Transferred Employees and Bargaining Unit Employees (including, without limitation, compensation and benefits provided for under the Union Contract with respect to employees covered by the Union Contract) and any applicable employment and withholding taxes of such employees, attributable to the period prior to Closing, shall be credited to Purchaser. (vii) To the extent that with respect to electricity, telephone, television, gas, water and sewer services which are metered and other utilities, Seller shall use reasonable efforts to have the respective companies providing such utilities read the meters on or immediately prior to the Cut-Off Time. Seller shall be responsible for all charges based on such final meter readings and Purchaser shall be responsible for all charges thereafter. To the extent such meters are not read and final bills rendered as of the Cut-Off Time, such charges with respect to the Property shall be prorated effective as of the Cut-Off Time utilizing an estimate of such charges reasonably approved by both Purchaser and Seller based on prior utility bills, unless Seller elects to close its own applicable account as of the Cut-Off Time, in which event Purchaser shall open its own account as of the Closing Date and the respective charges shall not be prorated, and, if Seller does not close its own applicable account, any deposits or credits with respect to the foregoing services will be credited to Seller if Purchaser receives full credit therefor from the utility. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual rate for the billing period in which the date of Closing falls, and Seller, or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (viii) Seller shall be responsible for all condominium charges, including without limitation Common Charges and Special Assessments, if any (as such terms are defined in the Condominium Documents) and such other charges as may be due under the Condominium Documents (collectively, the “Condominium Charges”), in respect of the Essex House Condominium that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such Condominium Charges allocable to any period from and after the Closing Date. If any such Condominium Charges relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date any remaining installments with respect to such Condominium Charges that are allocable to any period prior to the Closing Date and same shall be adjusted between Seller and Purchaser as of the Cut-Off Time. Seller and Purchaser agree that to the extent the actual Condominium Charges differ from the amount so apportioned at Closing, the parties hereto will within thirty (30) days after receipt of a request from Purchaser or Seller, as applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. (ix) As of the date hereof the balance of the FF&E reserve held for Seller’s benefit for the Hotel-Related Units is $7,065,390.25 (the “FF&E Balance”). At Closing, Purchaser shall receive a credit in an amount equal to the FF&E Balance on the date hereof. Notwithstanding the foregoing, between the date hereof through and including the Closing Date, Seller may use any portion of the FF&E Balance or increase the FF&E Balance; provided, however, (x) no increase in the FF&E Balance over the FF&E Balance on the date hereof shall be credited to Purchaser at Closing and (y) no reduction in the FF&E Balance below the FF&E Balance on the date hereof shall result in a credit to Purchaser at Closing of less than the FF&E Balance on the date hereof. Representatives of Seller and Purchaser shall make such inventories, examinations and audits of Seller, and of the books and records of Seller, as may be necessary to make the adjustments and prorations required under this Agreement. Prior to Closing, representatives of Purchaser and Seller shall jointly prepare a statement (the “Preliminary Closing Statement”) based upon such preliminary inventories, audits and examinations which will show the net amount due to Seller or Purchaser as the result thereof, and that net amount will be added to, or deducted from, the Purchase Price. Within ninety (90) days following the Closing, representatives of Purchaser and Seller shall prepare a revised statement (the “Final Closing Statement”, and together with the Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of all items to be included in the Closing Statements, and any necessary payment shall be made within thirty (30) days after completion of such Final Closing Statement. Any item which cannot be finally prorated 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 re-prorated when the information is available but in each case with available. The provisions of this Section 8.4 shall survive the time frames Closing for a period of twelve (12) months and shall not be deemed merged into any instrument of conveyance delivered at the Closing. Purchaser and Seller acknowledge and agree that, except as otherwise expressly provided herein, the purpose and intent of the provisions set forth in this Section 8.04(b8.4 and elsewhere in this Agreement as to prorations and apportionments is that Seller shall bear all expenses of the ownership and operation of the Property (for which buyers and sellers of hotels in The City of New York would customarily prorate or apportion) below. (b) As soon as reasonably practicable after Closing, and in no event later than shall receive all income therefrom accruing through the six (6) month anniversary of Closing, Seller Cut-Off Time and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of bear all such prorations within sixty days after Purchaser’s receipt expenses and receive all income accruing thereafter. Any revenues and/or expenses affecting the Property that are not otherwise specifically addressed in Section 8.4(b) shall be apportioned consistently with the foregoing provisions. Purchaser and Seller further acknowledge and agree that the apportionments as to the Hotel-Related Units in this Section 8.4(b) shall be prepared, to the extent applicable, in accordance with the current edition of the final tax bills Uniform System of Accounts for all relevant periods with respect to all Hotels of the Facilities. The net amount due Original Company or PurchaserHotel Association of New York City, if anyInc., by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash adopted by the party obligated therefore within ten (10) days following the date American Hotel Association of the Proration True-Up StatementUnited States and Canada.

Prorations. (a) All items of revenue and expenses with respect Prior to the VentureClosing, Seller shall determine the Facility Ownersamounts of the prorations in accordance with this Agreement and notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. The prorations shall be calculated as of 11:59 p.m. on the Operating Tenantday immediately preceding the Closing Date. Thereafter, the Operating Subtenants Purchaser and the Facilities Seller shall each inform Title Company of such amounts. The following items shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses deducted from or added to the Purchase Price, as appropriate, payable at the Closing: (a) Non-delinquent general real estate taxes for the period Property shall be prorated based on 110% of time up to the Apportionment Timemost recent tax ▇▇▇▇(s) for the Property. As the Purchaser is a municipal corporation, the property will be tax exempt post-Closing. Seller and Purchaser shall be entitled agree to all revenue and shall be responsible for all expenses cooperate on obtaining said exemption. Seller reserves the right to appeal the taxes for the period year of time after Closing and prior years and obtain any reductions, certificates of error, objections or other refunds. Seller and Purchaser agree to re-prorate the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in taxes for the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowClosing. (b) As soon as reasonably practicable All operating expenses of the Property which pertain to a period both prior to and after Closingthe Closing Date, including, without limitation, utility charges (including, without limitation, water and in no event later than sewer charges) based on the six last ascertainable bills (6if current bills are not available) month anniversary of Closing, if and to the extent that final meter readings cannot be made and separate bills issued to Seller and Purchaser shall agree on by the final determination of all prorations included on utility suppliers prior to the Closing Statement (the “Proration True-Up Statement”)Date; provided, provided however, that with respect to property tax prorations, Seller and Purchaser shall hereby agree on to cooperate to seek to have such final meter readings made prior to Closing and the final determination of all such prorations within sixty days after Purchaser’s receipt account party changed to Purchaser effective as of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementDate.

Prorations. The Purchase Price set forth in Section 4 is subject to the following adjustments and prorations. 10.1 Plus an amount which will credit SELLER for lease payments which have been paid in advance for time periods following Closing ("Prepaid Leases"). 10.2 Minus the amounts which will credit BUYER for the following: 10.2.1 Any lease payments for which BUYER becomes obligated relating to any period of time prior to Closing. 10.2.2 Any advertising services delivered after Closing for which SELLER has already billed or otherwise receives payment. 10.2.3 All items of income and expense listed below relating to the Assets will be prorated as of the Closing Date, with SELLER liable to the extent such items relate to any time period up to and including the Closing Date, and BUYER liable to the extent such items relate to periods on or subsequent to the Closing Date; including without limitation (a) All items of revenue personal property, real estate, occupancy and expenses water taxes, if any, on or with respect to the VentureAssets; (b) rents, taxes and other items payable by SELLER under any contract to be assigned to or assumed by BUYER; (c) the Facility Ownersamount of sewer rents and charges for water, the Operating Tenanttelephone, the Operating Subtenants electricity and the Facilities shall other utilities and fuel; (d) all rentals that are or would be prorated as of 11:59 pm on payable or have accrued pursuant to "percentage rental" lease provisions with respect to periods after the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to for purposes of this Section 10.2.3, the Closing Date (collectively, shall be the “Original Company”) end of any such periods for accrual purposes); and (ye) Purchaser all items paid or payable on or after the Closing Date under any obligation specifically assumed to the extent not specifically referenced in clauses (a) - (d) above which are normally prorated in connection with similar transactions. A list of percentage leases with the date of expiration is attached hereto as 100% owner of the Joint Venture immediately following Exhibit 10.2.3; 10.2.4 If current payments with respect to items to be prorated pursuant to this Section 10.2 are not ascertainable on or before the Closing Date). Original Company , such payments shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available most recently ascertainable ▇▇▇▇ therefor and shall be reprorated between SELLER and BUYER when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that current bills with respect to property tax prorations, Seller such items have been issued and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, a cash settlement shall be paid in cash by the party obligated therefore made within ten thirty (1030) days following the date of the Proration True-Up Statementthereafter.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities 7.1 The following shall be prorated apportioned and adjusted between Seller and Purchaser as of 11:59 pm on p.m. (South Carolina time) the day preceding the Closing Date (Date, except as otherwise specified, provided that Seller shall pay, at or prior to the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately Closing, all installments or amounts of items which are being apportioned under this Section which become due and payable prior to the Closing Date Date: (collectively, the “Original Company”a) rents and (y) Purchaser (as 100% owner additional rents under or in respect of the Joint Venture immediately following Tenant Leases, as, when and to the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for extent actually collected, on the basis of the period of time up to for which payable under the Apportionment Time, applicable Tenant Lease and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made apportioned on the basis of the actual number of days in the year such period; (b) real property taxes, water and month in which the Closing occurs sewer rents and charges; vault taxes or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the best data then fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. Taxes shall be apportioned based on the most recent available tax bills, with a post-Closing adjustment to be made as soon as practicable after the tax bills are issued for the year in which the Closing occurs. Seller shall not be responsible for any portion of any increase in taxes on the Property attributable to an increase in assessed valuation due to the sale contemplated herein; (c) subject to Section 7.5, electric, gas, steam and reprorated when other public utility charges for services furnished to the information is available but Property, on the basis of the actual number of days in each case any period covered by the charge being apportioned (except that no apportionment shall be made for any of such items as are furnished and charged by the applicable utility company directly to Tenants under the Tenant Leases); and (d) charges under the Contracts to be assigned by Seller to Purchaser in accordance with Section 14.4, on the time frames set forth basis of the actual number of days in Section 8.04(b) belowany period covered by the charge being apportioned. (b) As soon as reasonably practicable after Closing7.2 Seller shall pay all unpaid commissions, fees and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree other charges due on the final determination of all prorations included on or prior to the Closing Statement (the “Proration True-Up Statement”), provided that to real estate brokers or other Persons with respect to property tax prorationsany Tenant Lease executed prior to the Closing Date. If the Closing occurs, Seller and then Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills be responsible for all relevant periods commissions, fees, or other charges due to real estate brokers not employed by or affiliated with Seller with respect to all Tenant Leases, and any renewals, extensions and expansions thereof executed on or after the Closing Date by Purchaser. 7.3 If the Closing occurs before a new real property or other applicable tax rate or charge of a Governmental Entity is fixed, then the Facilitiesapportionment of such tax or charge at the Closing shall be based upon the tax rate for the immediately preceding fiscal period applied to the latest assessed valuation. The net amount due Original Company Promptly after the new tax rate has been fixed, the apportionment of such tax or charge made at the Closing shall be recalculated and any reimbursement owed by Purchaser to Seller or Seller to Purchaser, if any, by reason of such adjustments to as the Closing Statement as shown on the Proration True-Up Statementcase may be, shall be paid promptly after such recalculation. 7.4 If as of the Closing any Tenant under a Tenant Lease is in cash arrears in the payment of rent, or other charges, payments received from such Tenant after the Closing shall be applied in the following order of priority: first, to current rents and other sums due Purchaser as the current owner of the Property and landlord under the Tenant Leases, and the balance to any delinquent sums owing to Seller under the Tenant Leases. If any payments from a Tenant received by Purchaser or Seller after the Closing are payable to the other party obligated therefore within ten (10) days following by reason of this Section, then the appropriate sum shall be promptly paid to the other party. After the Closing, Seller may bring, in Seller’s name and at Seller’s expense, an action against any delinquent Tenant to collect rent, additional rent, or other payments due Seller for a period prior to the Closing Date, together with the cost of collection thereof; but in no event shall Seller seek any remedy other than collection of funds from the particular Tenant. Seller shall not interfere with other Tenants of the Property and shall comply with all applicable laws in connection with its collection of delinquent sums pursuant to the terms of this paragraph. Notwithstanding anything contained herein to the contrary, nothing shall prevent Purchaser from commencing eviction proceedings against any Tenant for non-payment of current rents as they become due. 7.5 The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills of such utilities. The charges shown on such available bills for periods prior to the Closing Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Proration TrueClosing Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇. Notwithstanding the foregoing, Seller will endeavor to cause the respective utility companies to read their meters or fix their charges to the Closing Date, in which event Seller shall pay such charges, when billed, to the Closing Date, and Purchaser shall pay such charges from and after the Closing Date and/or promptly reimburse Seller for any such charges paid by Seller for any period subsequent to the Closing Date. 7.6 At the Closing, Seller shall be entitled to the return of all deposits or escrows held for Seller’s account at or by any public utility company in connection with utility services furnished to the Property, and shall receive a credit against the Purchase Price for any such amounts remaining on deposit or in escrow after Closing. Prior to the Closing Date, Seller shall notify all such public utilities in writing of the applicable transfer of service. 7.7 If any item covered by this Article cannot be apportioned because the same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made with respect to any apportionment, then such item shall be apportioned (or corrected, as applicable) as soon as the same is fully ascertained, but, except for taxes and assessments, no later than sixty (60) days after the Closing Date, and shall be paid within twenty (20) days thereafter by the appropriate party. Any Property-Up Statementrelated bills received after Closing related to the period prior to Closing shall be promptly paid by Seller. 7.8 Real estate tax refunds and credits received after the Closing which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser, pursuant to this Article. 7.9 If, as of the Closing Date, the Property shall be (or shall have become) subject to a special or local assessment or charge of any kind (whether or not yet a lien), then Seller shall pay all installments thereof attributable to periods prior to the Closing Date or due and payable prior to the Closing Date; provided, however, any installment thereof attributable to a period from and after the Closing Date shall be apportioned at the Closing in the same manner as for taxes under Section 7.1(b). Purchaser shall be responsible for all installments of such assessment attributable to the period from and after the Closing Date. 7.10 In the event either Purchaser or Seller shall owe the other any money as a result of the terms of this Article 7 (whether at Closing or thereafter), then the party owing such money shall pay the other party such money promptly, as soon as the amount is finally determined. 7.11 At Closing, Purchaser shall receive a credit against the Purchase Price equal to the amount of Deposits required under the Tenant Leases in effect as of the Closing Date. 7.12 This Article 7, and all rights and duties of the parties hereunder, shall survive the Closing.

Prorations. 4.2.1 No later than three (a3) All items Business Days prior to the Scheduled Closing Date, Seller shall prepare a closing statement (the “Closing Statement”) of revenue the prorations required by this Agreement. The following items, as to each Property, are to be prorated and adjusted between Purchaser and Seller, it being understood that the intent is to credit or charge, as the case maybe, Seller with all revenues and expenses with respect respecting the Properties which are attributable to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on operations before the Closing Date (for which Seller is obligated to provide a credit to the “Apportionment Time”) SUSP I PSA Sellers pursuant to allocate between (x) the Joint Venture SUSP I PSA and to credit or charge as it was constituted immediately the case may be, Purchaser with all such revenues and expenses attributable to operations on and after the Closing Date to which Seller is entitled under the SUSP I PSA: 4.2.1.1 Real estate and personal property taxes and assessments, in each case, with Seller responsible for taxes attributable to the portion of the current tax year which is prior to the Closing Date (collectively, and for all prior years and Purchaser responsible for taxes attributable to the “Original Company”) and (y) Purchaser (as 100% owner remainder of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue current tax year and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement future years (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 which prorations shall be made calculated on the basis of the actual number most recent available ▇▇▇▇ if the current ▇▇▇▇ is not available); 4.2.1.2 All rents and other payments under the licenses, occupancy agreements and other agreements demising space in or providing for the use of days in occupancy of the year Properties or any part thereof (the “Leases”), including but not limited to monthly rents, fixed periodic payments, additional rent payments, utility charges, rent escalations, operating expenses, tax and month in insurances charges payable by Tenant, cost-of-living adjustments and other forms of rent (collectively, “Rent”); provided that no proration shall be made of any Rent which is overdue as of the Closing occurs Date until such Rent or other revenue item is actually received, at which time it shall be prorated and paid to Purchaser or Seller in accordance with the period terms of computationthis Agreement. Any item which cannot be finally prorated To the extent Purchaser receives Rents on or after the Closing Date, such payments shall be (i) first toward the payment in full of any Rents due to any SUSP I PSA Sellers pursuant to the SUSP I PSA solely for Rents that were, on the Closing Date because both (a) due and payable to any SUSP I PSA Sellers pursuant to the SUSP I PSA with respect to any Property, and (b) less than thirty (30) days delinquent, (ii) second, toward the payment in full of all Rents and other amounts due to Purchaser, with respect to any Property, with respect to periods after Closing, and (iii) thereafter, the unavailability of information shall be tentatively prorated balance applied to delinquent Rents or other amounts due to Seller with respect to periods before Closing; 4.2.1.3 Water, electric, telephone and all other utility and fuel charges (on the basis of the best data then available and reprorated when the information is available but number of days in each case applicable ▇▇▇▇ occurring prior to, and on or after, the Closing Date) and fuel on hand (at cost plus sales tax); provided, however, that any deposits with utility companies shall remain the time frames set forth property of Seller and shall not be prorated or credited. Notwithstanding the foregoing, at Purchaser’s sole option, Purchaser may elect in Section 8.04(bwriting at least five (5) belowBusiness Days prior to the Closing Date to assume any deposits with utilities companies in which event Seller shall receive a credit for such deposits at Closing; 4.2.1.4 Amounts due and payable by any SUSP I PSA Sellers pursuant to the SUSP I PSA under all maintenance, service, advertising, utility, television, internet and other like contracts and agreements with respect to the ownership and operation of the Properties (the “Assumed Service Contracts”; provided that the term Assumed Service Contracts shall not include any brokerage leasing agreements or any property management agreements or Construction Contracts), and any unamortized portion of any lump sum or up-front payments paid by any SUSP I PSA Sellers under Assumed Service Contracts; and 4.2.1.5 Fees, costs and expenses payable to the Additional Estoppel Parties. 4.2.2 Except with respect to: (bi) As general real estate and personal property taxes (which shall be reprorated as soon as reasonably practicable after Closing, and in any event no event later than three (3) Business Days after the six issuance of the actual bills) and (6ii) month anniversary of Closingreconciliations for common area maintenance and similar charges pursuant to Leases (which shall be reprorated on or before April 23, Seller and Purchaser 2015), any proration in the Closing Statement prepared pursuant to Section 4.2.1 shall agree on the final determination of all prorations included (i) be paid on the Closing Statement Date pursuant to Section 2.1.2 and (ii) be reprorated and finally adjusted on February 20, 2015 (or the “Proration True-Up Statement”), provided that with respect earliest date subsequent to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments which any dispute is resolved pursuant to the Closing Statement as shown on the Proration True-Up Statementprovisions of this Section 4.2.2); otherwise, all prorations shall be paid in cash by final, subject to the party obligated therefore within ten (10) days following provisions governing the date payment of the Proration True-Up Statementdelinquent Rent under Section 4.2.1.

Prorations. 12.1. Rents (a) All items exclusive of revenue delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses with respect to which are reimbursable by the Venture, tenants for the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately period prior to the Closing Date (collectively, less any amount previously paid by the “Original Company”) Tenants shall be credited to Seller; and (y) Purchaser (other similar items shall be adjusted ratably as 100% owner of the Joint Venture immediately following 11:59 p.m. on the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for credited against the period balance of time after the Apportionment Timecash due at Closing. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits Assessments payable in installments which are due subsequent 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 Date shall be made paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number most recent ascertainable data. If the amount of days in current real estate or personal property taxes is not then ascertainable, the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information adjustment thereof shall be tentatively prorated on the basis of 105% of the best data then available and reprorated when the information is available but most recent ascertainable tax bill(s). All prorations will be ▇▇▇al except as to delinquent rent referred to in each case with the time frames set forth in Section 8.04(b) Paragraph 12.2 below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and 12.2. All rents collected by Purchaser shall agree on first be applied to current rent due from the final determination applicable tenant and then to any rent in arrears for said tenant at Closing ("Delinquent Rent"). Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Delinquent Rents hereunder to Seller. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of all prorations included on Purchaser's books and records to verify the accuracy of the Delinquent Rents reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Delinquent Rents and the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing Statement (and the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller delivery and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt recording of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statementdeed.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to allocate between the terms of (xb) below), expenses under the Joint Venture as it was constituted immediately Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, the prorations shall 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 number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the year event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and month in which Purchaser hereby agree to use the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because following, estimated 2016 real estate taxes and assessments for purposes of the unavailability proration of information shall be tentatively prorated on same at Closing: (x) $1,452,200.00 for the basis of Champions Village Real Property and the best data then available Champions Village Improvements and reprorated when (y) $178,200.00 for the information is available but in each case with Oak Park Real Property and the time frames set forth in Section 8.04(b) belowOak Park Improvements. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included will receive a credit on the Closing Statement for the prorated amount (as of the “Proration True-Up Statement”), provided that with respect Closing Time) of all Rentals previously paid to property tax prorationsand collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller and will cause to be paid or turned over to Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRentals, if any, received by reason Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such adjustments Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Statement Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of three (3) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to incur legal fees or other out-of-pocket expenses, conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Purchaser shall have the exclusive right to collect Delinquent Rentals from current Tenants of the Property and Seller hereby relinquishes its rights to pursue claims against any Tenant or guarantor under any Tenant Leases for same. Nothing herein shall prohibit Seller from pursuing Delinquent Rentals from former tenants of the Property. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as shown on the Proration True-Up Statementdescribed in and governed by Section 10.4(d) below, all of which shall be paid payable to and belong to Seller in cash all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including 34 Delinquent Rentals attributable to the party obligated therefore within ten (10) days following period after the date Closing Time), then any collection costs of the Proration True-Up StatementPurchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall not be entitled to institute legal actions to pursue Delinquent Rental after Closing. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser will be promptly remitted to Purchaser.

Prorations. (a) All items revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated apportioned equitably between the parties as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in a particular month, and with respect to the year items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and month in which the percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing occurs there are any past due rents or in the period of computation. Any item which cancharges owed by occupancy tenants, they shall not be finally prorated on until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date because (but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the unavailability Property as of information the Closing Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be tentatively reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or lease entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the best data then available and reprorated when duration of the information is available but in each case with the time frames set forth in Section 8.04(b) below.same; (biv) As soon as reasonably practicable after ClosingSecurity Deposits, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaserplus accrued interest, if any, by reason of such adjustments payable thereon to the Closing Statement as shown on the Proration True-Up Statementtenants, and any other deposits and prepaid rent, shall be paid in cash by credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the party obligated therefore within ten Property, and Purchaser shall transfer all such utility services to its name and account immediately upon Closing; (10vi) days following Service Contracts on the date basis of the Proration True-Up Statementcharge or premium for the period involved; (vii) Tenant improvements costs and leasing commis sions for leases signed after the June 2, 1997 shall be paid by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the management and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums.

Prorations. (aA) All items of revenue Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all as and when actually collected; real property taxes and assessments due and payable in the year in which the Closing occurs (without regard to the date levied, assessed or accrued and without regard to any fiscal year) (provided there shall be no proration of delinquent rents to Seller until such delinquent rents are collected); water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); maintenance charges and amounts payable under reciprocal easement agreements and other recorded documents; vending machine and paper recycling income; and any other income and expenses of the operation and maintenance of the Property (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the Ventureamount of the prepaid or unamortized portion thereof), the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall all be prorated as of 11:59 pm p.m. on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted day immediately prior to Closing (i.e., Buyer is entitled to the Closing Date (collectively, income and responsible for the “Original Company”) and (y) Purchaser (as 100% owner expenses of the Joint Venture immediately following the Closing Dateday of Closing). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of a 365-day year; provided, however, that any real estate taxes payable directly by tenants to the actual number governing taxing authorities or reimbursable by tenants after Closing shall not be prorated. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. All rents and other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant or other payor shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant or other payor is attributable to a specific period of days time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant's premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received after Closing shall be deemed a payment due after the Closing until the tenant or other payor is current in its post-Closing obligations, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller but shall not be required to initiate litigation or terminate any lease. Seller retains the right to collect any such rents and other sums from tenants and other payors after Closing; provided, however, that Seller shall have no right to evict any tenant or to exercise any other landlord-tenant remedy other than to sue for collection. Without intending to limit the generality of the ▇▇▇egoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants are collected monthly in arrears and, upon receipt of such payments after Closing, such sums shall be applied toward the period to which they properly pertain, and shall be prorated between Seller and Buyer, with the party receiving same promptly paying to the other party such other party's share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case prepared by Buyer with the time frames 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 8.04(b8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). Buyer shall promptly reimburse Seller for Seller's prorated share of all expenses that are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior to the date of Closing, if required by law or contract) below. shall be credited against the Purchase Price (b) As and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. At Closing, Seller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers (or as soon as reasonably practicable after Closing, if the procedures for such transfer reasonably require a delay in transfer until after the Closing). Between the date of Closing and in no event later than the six (6) month anniversary of Closinguntil such transfer takes place, Seller agrees to hold any such non-cash security deposit for the benefit of Buyer. Seller and Purchaser shall Buyer hereby agree on that if any of the final determination of all aforesaid prorations included and credits cannot be calculated accurately on the Closing Statement (Date or in the “Proration True-Up Statement”), provided case of rents or other charges that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt are paid in arrears or are otherwise not yet ascertainable or payable as of the final tax bills for all relevant periods with respect to all Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of the Facilities. The net amount due Original Company money based on such subsequent proration(s) or Purchaser, if any, by reason of such adjustments credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the "Money Rates" column or section of THE WALL STREET JOURNAL as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing Statement as shown on and to the Proration True-Up Statementmanner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to the party(ies) who previously paid or were responsible for such taxes, whether it be Seller, Buyer, or tenants under the Leases, and shall be prorated appropriately. The preceding sentence shall survive Closing. (B) The cost of the owner's policy of title insurance and all other title charges (including the cost of any extended coverage, endorsements and reinsurance or co-insurance charges) and the cost of the Survey shall be paid one-half by Seller and one-half by Buyer. Seller and Buyer shall each pay one-half of the state deed tax in cash connection with recording the deed and all recording fees. Any closing escrow fees and other closing charges of the Title Company shall be split equally between Seller and Buyer. Buyer shall be solely responsible for any and all costs and expenses pertaining to its financing of the Property (although Buyer obtaining any financing is not a condition to its obligations hereunder), including, without limitation, loan title policies, lender's escrow and closing fees and all intangibles and mortgage taxes. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. (C) The total annual percentage rent payable under each Lease for the lease year in which the Closing occurs shall be prorated between Seller and Buyer based solely on the respective number of days of ownership of the Property by Seller and Buyer during such year, regardless of what portion of sales occur during the different parts of such year. At Closing, the parties shall estimate the total percentage rent payable under each Lease for the applicable lease year based on the percentage rent paid under such Lease for the prior year, and Seller shall receive a credit at Closing for its prorata share thereof. Once the final amount of percentage rent is determined, the parties shall reprorate, and the party obligated therefore within ten owing the other shall promptly remit the amount owed no later than fifteen (1015) days following after the date reproration is determined. (D) The provisions of this Section 8.5 shall survive the Proration True-Up StatementClosing.

Prorations. All normal and customarily proratable items, including without limitation, real estate and personal property taxes and assessments, utility bills (a) All items of revenue except as hereinafter provided), collected rents and expenses with respect to the Ventureother income, the Facility Ownersand Operating Contract payments (under Operating Contracts assumed by Buyer), the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (Date, Seller being charged and credited for all of the “Apportionment Time”) same relating to allocate between (x) the Joint Venture as it was constituted immediately prior period up to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner Buyer being charged and credited for all of the Joint Venture immediately following same relating to the period on and after the Closing Date). Original Company If the amount of any such item is not known at the time of the delivery of the Deed, such item shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made apportioned on the basis of the actual number of days in the year and month in which the Closing occurs or in the comparable period of computation. Any item which cannot be finally prorated on the prior year with a reapportionment within thirty (30) days of the Closing Date because or as soon thereafter as the amount of the unavailability of information item is actually determined. No proration shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but made in each case with the time frames set forth in Section 8.04(brelation to delinquent rents, common area expense charges or tax payments (collectively, “Delinquent Rents”) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaserexisting, if any, as of the Closing Date. To the extent that such Delinquent Rents or reimbursement obligations are paid or payable after Closing, Buyer agrees to use reasonable efforts to secure said Delinquent Rents and reimbursements from the tenants (with no obligation, however, to incur any additional out-of-pocket costs with respect thereto) and as soon as the same are received by reason of such adjustments Buyer, said receipts shall be applied first to any amounts expended by Buyer to secure Delinquent Rents, then to the Closing Statement as shown on rents owed by such tenant for any period after Closing, then to the Proration True-Up Statementrents owed by such tenant for the month of the Closing, shall be paid in cash by and then to Delinquent Rents. Seller reserves the party obligated therefore within ten right to bring suit against tenants of the Property to collect for Delinquent Rent (10and other charges due to Seller for the period prior to the Closing) days following but Seller may not, subsequent to the date hereof, bring suit for possession of the Proration True-Up Statementpremises occupied by such tenants.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (a) All i.e. adjusted for all tenants' liabilities, if any, for such items); tenant reimbursement obligations for operating expenses paid by Seller for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of revenue expense and expenses with respect income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits to the Ventureextent actually transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the Facility Ownersadjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the Operating Tenanttax bill existing prior to the conte▇▇, shall be the Operating Subtenants most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it related to the Facilities real estate tax proration to the extent such tax contest is successful. All other prorations will be final except as to delinquent rent referred to in Paragraph 15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited and Seller will be charged with an amount equal to all Tenant security deposits and interest thereon being held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credit due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. Seller and Purchaser agree to cooperate in the calculation and reporting of all closing prorations at least two (2) business days prior to the Closing Date. 15.2 All basic rent collected by Seller shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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.12.01 a.m.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses Rents actually collected for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and calendar month in which the Closing occurs (exclusive of Delinquent Rent, as hereinafter defined, but including prepaid rents covering a period subsequent to Closing); water and other utility charges; fuels; prepaid revenues and expenses covering a period subsequent to Closing (including payments made to Seller arising out of or in related to the period OPA (defined below), the Redevelopment Plan (defined below) or any affordable housing regulations); real and personal property taxes (“Property Taxes”); and other similar revenue and expense items shall be adjusted ratably as of computation. Any item which cannot be finally prorated 11:59 P.M. Pacific Time on the Closing Date because (“Proration Date”), and credited or debited to the balance of the unavailability of information cash due at Closing. All regular and supplemental taxes and assessments attributable to the period prior to the Closing Date shall be tentatively the responsibility of Seller. All regular and supplemental taxes and assessments attributable to the period after the Closing Date shall be the responsibility of Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustment thereof shall be on the basis of the best data then available most recent ascertainable data. With respect to Property Taxes, if Closing occurs before the current fiscal year’s tax bills are available, the proration will be based upon the previous fiscal year’s tax ▇▇▇▇ and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, proration shall be readjusted and in no event later than the six (6) month anniversary of Closing, settled by Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) business days after such tax ▇▇▇▇ is issued. If special assessments have been levied against the Property for improvements, then the amount of any installments which are attributable to periods on or prior to the Closing Date shall be paid by the Seller; and the amount of installments which are attributable to periods after the Closing Date shall be paid by the Purchaser. If any charges, expenses or other items to be prorated hereunder are unavailable on the Closing Date, a readjustment will be made within ten (10) business days following the date availability of the Proration True-Up Statementaccurate bills and figures.

Prorations. 12.1. Rents (aexclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; 1995 (if not paid) All items of revenue and expenses with respect 1996 real and personal property taxes and assessments; accrued but unpaid interest on the outstanding indebtedness owed to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants Lender and the Facilities other similar items shall be prorated adjusted ratably as of 11:59 pm 12:01 a.m. on the Closing Date. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves, and holdbacks held by the Lender under the Loan Documents, including, without limitation, any real estate tax reserves, insurance reserves, debt service reserves, and capital replacement reserves, subject to the provisions of Paragraph 12.2 below. After the Closing, the Seller shall have no right to proceed in any manner or make any claim against Tenants occupying the Property from and after Closing for rents that were delinquent as of the Closing Date. Except as otherwise specified in Paragraph 12.2 below, thirty (30) days after the “Apportionment Time”) Closing Date, Seller and Purchaser shall make a final reconciliation of all Closing prorations. 12.2. All basic rent paid to allocate between (x) Purchaser, its Affiliates, or their Representatives on or after the Joint Venture as it was constituted immediately Closing Date by any Tenant of the Property who is indebted under a lease for basic rent attributable to any period prior to the Closing Date (collectivelyshall, the “Original Company”) and (y) after payment therefrom to Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”)current basic rent from such Tenant, provided that with respect to property tax prorations, be deemed a "Seller and Purchaser shall agree on the final determination of Receipt" until such time as all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be indebtedness is paid in cash by the party obligated therefore within full. Within ten (10) days following each receipt by Purchaser of a Seller Receipt, Purchaser shall pay such Seller Receipt to Seller. Purchaser shall use all commercially reasonable efforts to collect any amounts which, upon collection, would constitute Seller Receipts hereunder. Within 120 days after the date Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Seller Receipts through the first 90 days after the Closing Date. Upon the delivery of the Proration True-Up StatementSeller Receipts reconciliation, Purchaser shall deliver to Seller any Seller Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Seller Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Seller Receipts and the cost of performing Seller's audit. This Paragraph 12.2 shall survive the Closing.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities 5.4.1 The following shall be prorated between Seller and Purchaser as of 11:59 pm 12:01 a.m. on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the year taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the period ordinary course of computationbusiness, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any item rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be finally prorated on apportioned at the Closing Date because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be tentatively prorated on apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the best data then available tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and reprorated when any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the information is available but proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in each case connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the time frames terms and conditions set forth in Section 8.04(b7.2.3(a) below. of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (b3) As soon as reasonably practicable after Closing, Business Days prior to the date hereof. Seller shall be responsible for all brokerage and in no event later than leasing commissions and tenant improvement costs for the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination initial term of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect Leases entered into prior to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the Proration True-Up Statementdate of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be responsible for paying all fees, costs or commissions owing to the Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 The provisions of this Section 5.4 shall survive the Closing.

Prorations. (a) All items of revenue Seller and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments which are required to be paid during the calendar year in which the Closing occurs (on a cash basis so that such proration pursuant to this Section 10.4(a) shall be with respect to allocate between the taxes payable in the year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (xexcept as hereinafter provided), collected Rentals (subject to the terms of (c) below), and operating expenses payable by the Joint Venture as it was constituted immediately owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) and (y) or by Seller to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, or if errors in the Original Company. All prorations shall are discovered, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in Operating Expenses). Final readings and final b▇▇▇▇▇▇▇ for utilities will be made if possible as of the year and month Closing Time, in which event no proration will be made at the Closing occurs or with respect to utility bills (except to the extent covered by the proration of Operating Expenses). Seller will be entitled to all deposits presently in effect with the period utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of computation. Any item which cannot Proration Items shall be finally prorated on made by Purchaser and Seller within fifteen (15) days after the first anniversary of the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowDate. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included will receive a credit on the Closing Statement for the prorated amount (as of the “Proration True-Up Statement”), provided that with respect Closing Time) of all Rentals previously paid to property tax prorationsand collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller and will cause to be paid or turned over to Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or PurchaserRentals, if any, received by reason Seller after Closing for distribution pursuant to this Section. “Rentals” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of such adjustments building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the Closing Statement as shown on extent the Proration True-Up Statementsame exceeds any expense stop specified in such Tenant Lease), shall be paid in cash retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller or its successor by Tenants under the party obligated therefore within ten (10) days following the date Tenant Leases or from other occupants or users of the Proration True-Up Statement.the

Prorations. (a) All items real property ad valorem taxes, personal property taxes, special taxes and assessments shall be prorated (employing a 365-day year) between Purchaser and Seller as of revenue the Closing Date (as defined below) based upon the current property assessment. If such assessment is not available for the year in question, such taxes and expenses assessments shall be prorated at Closing based on the previous year’s tax bill and promptly reprorated when the amount thereof can be ascertained. (b) All expenses, including without limitation, utility fees and deposits and all maintenance charges and payments under existing recorded reciprocal easements/servitudes agreements and/or similar agreements, with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities Property shall be prorated allocated between Seller and Purchaser as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and Seller shall be responsible for all such expenses for the period of time up to but not including the Apportionment TimeClosing Date, and except for any such expenses incurred by or at the direction of Purchaser in connection with Purchaser’s inspection of the Property, all of which expenses incurred by or at the direction of Purchaser shall be entitled to all revenue and paid by Purchaser. Purchaser shall be responsible for all such expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on from, after, and including the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original CompanyDate. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which If accurate allocations cannot be finally prorated made at Closing because current bills are not then available (for example, as in the case of utility bills), the parties shall allocate such expenses at Closing on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closinginformation, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect subject to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s prompt adjustment upon receipt of the final tax bills for all relevant periods with respect to all bill or other evidence of the Facilitiesapplicable income or expense. (c) All prorations and allocations made pursuant to this Section 4 shall be determined by allocating the tax, assessment or other expense on a per acre basis. (d) If any errors or omissions are made regarding adjustments and prorations pursuant to this Section 4, the parties shall make the appropriate corrections promptly upon the discovery thereof. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to If any estimates are made at the Closing Statement as shown on regarding adjustments or prorations, the Proration True-Up Statement, parties shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash by to the party obligated therefore within ten entitled thereto. (10e) days following All obligations to adjust prorations set forth in this Section 4 shall survive the date Closing of the Proration True-Up Statementtransaction for a period of nine (9) months.

Prorations. (a) All items Rentals, revenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, equity costs, and other expenses affecting the Property shall be prorated between Transferee and Transferor as of revenue the Closing Date based on a 365 day year. For purposes of calculating prorations, Transferee shall be deemed to be title holder of the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. Delinquent rentals as of the Closing Date shall not be prorated, but when paid to Transferee shall be delivered by Transferee to Transferor, less the costs and expenses incurred by Transferee in collecting the same (provided that all current rent has then been paid with respect to such Leases). After the VentureClosing, Transferor shall have no right to proceed in any manner or make any claim against any Tenants for rents that were delinquent as of the Facility OwnersClosing Date, except to the Operating Tenant, extent that any such person no longer occupies any portion of the Operating Subtenants and Property. All non-delinquent real estate taxes or assessments on the Facilities Property shall be prorated as of 11:59 pm based on the actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Transferor by the Closing Date (or if supplemental taxes are assessed after the “Apportionment Time”) Closing for the period prior to allocate between (x) the Joint Venture as it was constituted immediately Closing, the 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, including all supplemental taxes, allocable to the period prior to the Closing Date (collectivelyand Transferee shall bear all real property taxes, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled including all supplemental taxes, allocable to all revenue and shall be responsible for all expenses for the period of time up from and after the Closing. If any expenses attributable to the Apportionment Time, Property and Purchaser shall be entitled allocable to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits prior to the Closing Statement) and shall increase are discovered or decrease (as billed after the case may be) the Purchase Price taking into account Closing, the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which make any necessary adjustment after the Closing occurs or in by cash payment to the party entitled thereto so that Transferor shall have borne all expenses allocable to the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments prior to the Closing Statement as shown on and Transferee shall bear all expenses allocable to the Proration True-Up Statement, period from and after the Closing. The provisions of this Section 5.5 shall be paid in cash by survive the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementClosing.

Prorations. (a) All items of revenue Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all as and when actually collected (except for tenant CAM Charges (as such term is defined below), which will be prorated at Closing based on estimates of the same, all in accordance with the provisions of Section 8.5(b) below); real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property, but specifically excluding the cost of insurance, (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the Ventureamount of the prepaid or unamortized portion thereof), the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall all be prorated as of 11:59 pm p.m. on the day immediately prior to Closing Date (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year. The preliminary estimated Closing prorations contemplated by this Section 8.5(a) shall be prepared by Seller and submitted to Buyer for review and approval on or before September 26, 2006. Buyer and its representatives shall be afforded reasonable access to Seller’s books and records with respect to back-up evidence and Seller’s work papers pertaining to such preliminary prorations to confirm the accuracy thereof. Such prorations, once agreed upon by Buyer and Seller, shall be delivered to the Title Company for purposes of making the preliminary proration adjustments at Closing, subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. Additionally, Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. Buyer shall be entitled the credits due Buyer from Seller, if any, as expressly set forth in Section 7.2. 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, 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 until the tenant is current on rents and sums due under the applicable Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. (b) On or before the Closing, Seller will prepare an estimate, as of the Closing, of the amounts of all taxes, insurance charges and other expenses owed by tenants under the Leases (collectively “CAM Charges”), as specified in the Leases (collectively, “Operating Expense Recoveries”) for the portion of calendar year 2006 during which Seller owned the Property (the “Apportionment Time2006 Partial Year”). If the amounts collected by Seller from tenants for Operating Expense Recoveries for the 2006 Partial Year are less than the amounts that would have been owed by tenants under the tenant Leases for such items based on Seller’s estimate, Buyer will pay such difference to Seller at Closing. If the amounts collected by Seller from tenants for Operating Expense Recoveries for the 2006 Partial Year are greater than the amounts that would have been owed by tenants under the tenant Leases for such items based on Seller’s estimate, Seller will pay to Buyer at Closing such difference. A final reconciliation of the CAM Charges and Operating Expense Recoveries for the 2006 Partial Year shall be prepared by Seller, and delivered to Buyer, on or before December 31, 2006, in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(b). Thereafter, Buyer shall have ten (10) business days to allocate between (x) reasonably approve of or object to, in writing, such reconciliation. In the Joint Venture as it was constituted immediately prior event that Buyer does not object in writing to Seller within such time period, the reconciliation shall be deemed final and approved by Buyer. When the reconciliation is reasonably approved by Buyer or is deemed approved by Buyer pursuant to this Section, the party owing the other party a sum of money based on such reconciliation shall pay said sum of money to the other party. With respect to any audit of any CAM Charges applicable to any period of time from and after the Closing Date billed to Health Net, Buyer agrees to indemnify, hold harmless and defend Seller from and against any and all amounts owing as a result of said Health Net Cam Charges audit. With respect to any audit of any CAM Charges applicable to calendar-year 2005 which were billed to Health Net (a “2005 Health Net CAM Audit”), Seller agrees to indemnify, hold harmless and defend Buyer from and against any and all amounts owed to Health Net as a result of said 2005 Health Net CAM Audit (collectively, “Audit Claims”), provided, however, that the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company indemnity described in this sentence shall be entitled to all revenue and shall be responsible for all expenses survive only for the period of time up that Health Net has the right to conduct a 2005 Health Net CAM Audit pursuant to the Apportionment Timeexpress provisions of the Health Net Lease of the Property, provided, however, that if a 2005 Health Net CAM Audit has been commenced within such allotted time period, such indemnity shall survive until such 2005 Health Net CAM Audit has been resolved (the “Audit Survival Period”). Any such Audit Claim which Buyer may have at any time against Seller, whether known or unknown, which is not specifically asserted by written notice to Seller within such time period shall not be valid or effective, and Purchaser neither Seller nor any Seller Related Parties shall have any liability with respect thereto. In connection with any 2005 Health Net CAM Audit, Seller and Buyer shall each have the right to participate in any such audit, and each such party shall cooperate with the other in connection therewith. The amount of any cash security deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other similar deposits with respect to the Property and to the extent practical, shall pay to the applicable utility providers all revenue and shall be responsible for all expenses utility charges payable with respect to the Property for the period prior to Closing. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of time after the Apportionment TimeClosing. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) Seller and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis Buyer hereby agree that if any of the actual number of days in the year aforesaid prorations and month in which the Closing occurs or in the period of computation. Any item which credits cannot be finally prorated calculated accurately on the Closing Date because or in the case of rents or other charges received from tenants, which have not been collected as of the unavailability of information Closing Date, then the same shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As calculated as soon as reasonably practicable (except that the CAM Charges and Operating Expense Recoveries shall be calculated within the timeframes described above) but in any event within sixty (60) days after the Closing Date or the date that such amounts have been collected by either party, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Notwithstanding the foregoing, in the event that either party collects rent or other charges from tenants that were not collected at Closing, and in no event later than such party owing the six (6) month anniversary other party a sum of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that money with respect to property tax prorationssuch rent or other charges from tenants, Seller and Purchaser shall agree on use commercially reasonable efforts to pay said sum to the final determination of all such prorations other party within sixty five (5) business days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilitiessuch sum. 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 Any amounts not paid in cash by the party obligated therefore within ten (10) days following after receipt of such sum shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. (c) If the Closing occurs, Seller shall pay (i) the title insurance premium for the CLTA portion of the Proration True-Up StatementTitle Policy, (ii) any costs incurred in recording the Deed or any other instruments with respect to the transfer contemplated herein, and (iii) all costs to satisfy, release and discharge any Seller’s Liens. If the Closing occurs, Buyer shall pay (i) the costs of extended coverage and any endorsements to the Owner’s Policy, (ii) the costs, if any, to obtain the updated Survey or a new survey, (iii) all state, county and city transfer taxes, if any, payable in connection with the consummation of the sale of the Property to Buyer as contemplated herein, and (iv) all fees, costs, or expenses in connection with Buyer’s due diligence reviews hereunder. Any other closing costs shall be allocated in accordance with local custom as determined by the Title Company. Any escrow fees shall be split equally between Seller and Buyer. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. (d) Any percentage rent for the rental periods including Closing shall be prorated upon receipt, based upon the tenant’s sales for the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (e) The provisions of this Section 8.5 shall survive the Closing.

Prorations. Purchaser and Seller shall apportion as of 11:59 p.m. (aDallas, Texas time) All on the day preceding the Closing, the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The obligations set forth in this Section 14 shall survive the Closing. The items to be adjusted are: 14.1.1. city, state, county, school, ad valorem taxes and other assessments for the fiscal year of revenue sale; 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 expenses assessments be reprorated based on the actual b▇▇▇ and shall be entitled to receive upon demand, any amount owing to such party based on such reproration; 14.1.2. all base rent, percentage rent and additional rent and similar charges (collectively, the "Rent") to the extent collected by Seller. To the extent that Seller receives any base rent, percentage rent and/or other additional rent or other charges after the Closing, the same shall be immediately applied in accordance with the terms of this Section 14.1.2 and, if applicable, delivered to Purchaser. Any base rent, additional rent or other charges (other than percentage rent) received from a Tenant after the Closing shall be applied in the following order of priority: (1) First, to any Rents (other than percentage rent) then owing for any calendar month or months following the calendar month in which the Closing occurred; and (2) Second, to the Rents (other than percentage rent) owing for the calendar month in which the Closing occurred; and (3) Third, to Rents (other than percentage rent) 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. Purchaser shall b▇▇▇ Tenants for all amounts due under their Leases for periods prior to the Closing [including, without limitation, base rent, additional rent, percentage rent or other Tenant “Charges” (hereinafter defined) or amounts for the year 2014] and shall use reasonable efforts to collect from Tenants all base rent, additional rent, percentage rent or other tenant “Charges” or amounts owing with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately period prior to the Closing Date (collectively, “Delinquent Rents”). To the extent Delinquent Rents are collected by Purchaser, (subject to clauses 1, 2 and 3 above for all Rents), such amounts, net of reasonable proportionate costs of collection, including, without limitation, reasonable attorney's fees, 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 obligated to expend any funds or commence legal proceedings to collect any Delinquent Rents. Purchaser’s obligation to include such Delinquent Rents in b▇▇▇▇▇▇▇ and use reasonable collection efforts with regard to the such Delinquent Rents shall expire on the date (the “Original CompanyExpiration Date”) which is (i) one hundred and eighty (180) days after the Closing Date with regard to Delinquent Rents which were due and owing by such Tenant as of the Closing Date and (yii) Purchaser (as 100% owner of October 31, 2015 with regard to all other Delinquent Rents. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any Delinquent Rents. At Closing, percentage rents shall be separately apportioned based on the percentage rents actually collected by Seller. Such apportionment shall be made separately for each Tenant who is obligated to pay percentage rent on the basis of the Joint Venture immediately following fiscal year set forth in the Tenant's Lease for the determination and payment of percentage rent. Any percentage rent received from a Tenant after the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and applied as follows: (a) Purchaser shall be entitled to all revenue a prorata portion of such percentage rent payment based on the number of days within the applicable percentage rent fiscal year period that Purchaser owned the Project and (b) Seller shall be responsible entitled to a prorata portion of such percentage rent payment based on the number of days within the applicable percentage rent period that Seller owned the Project. Purchaser covenants to provide a copy to Seller of all Tenant b▇▇▇▇▇▇▇ for year-end adjustments of common area maintenance, taxes and like items at least five (5) business days prior to the same being sent to the Tenant. Additionally, Purchaser shall send all expenses such year-end b▇▇▇▇▇▇▇ to the Tenants within the time periods required by the Leases, but in all events on or before April 30, 2015. No later than July 31, 2015 (the "Final Adjustment Date"), Seller and Purchaser shall make a final adjustment in accordance with the provisions of this Section 14 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 period current period, the year-end adjustment of time common area maintenance, taxes and like items, the unavailability of final sales figures or amounts for percentage rent or any other reason. 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. If any such information is still not available as of the Final Adjustment Date, the parties shall equitable estimate such missing amounts. Notwithstanding the foregoing, Seller and Purchaser shall remain obligated to pay to the other any Rents or "Charges" (hereinafter defined) received by Seller or Purchaser, as applicable, after the Apportionment TimeFinal Adjustment Date that, pursuant to this Section 14, are to be credited or paid to Seller or Purchaser. 14.1.3. Such adjustments To the extent any Tenants pay monthly estimates of common area maintenance charges, central plant charges, taxes and similar expenses (collectively, "Charges") with an adjustment at the end of each fiscal year applicable to Charges, they shall be reflected on prorated in accordance with this Section. Until the adjustment described in this Section is made, all amounts received by Seller as interim payments of Charges before the Closing Statement 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 (with such supporting documentation 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 parties hereto may reasonably require being attached as exhibits 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 StatementDate 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 shall increase or decrease taxes (as the case may be) prior to the Purchase Price taking into account Closing Date (within that portion of the parties respective interests fiscal year in which the Original CompanyClosing Date occurs 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). All prorations If, on the basis of amounts actually incurred and the estimated payments received by Seller prior to the Closing Date, Seller has retained amounts, in excess of its allocable share, it shall be made remit, within thirty (30) days after notice from Purchaser of the excess owed Purchaser, such excess to Purchaser. If, on the basis of the actual number foregoing amounts, Seller has retained less than its allocable share, Purchaser shall remit, within thirty (30) days after notice from Seller of the amount owed Seller, such amount to Seller to the extent received from the Tenants of the Project. Additionally, Seller shall have the right to audit Purchaser's books with regard to the prorations set forth in this Section 14, which audit shall be conducted, if at all, within sixty (60) days after the completion of the final adjustment set forth above, and shall be made at Purchaser's offices during normal business hours following not less than five (5) business days' prior written notice to Purchaser, and shall be at Seller's sole cost and expense. 14.1.4. All other income and all operating expenses of the Project for the assumed Contracts and public utility charges and charges and/or payments under the REAs with respect to the Project shall be prorated at the Closing effective as of the Closing Date, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser 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, the management agreement and leasing agreement, if any, for the Project shall be terminated as of the Closing Date and there shall be no apportionment of any fees or charges thereunder. 14.1.5. At Closing, any prepaid Rents attributable to periods from and after the Closing Date and unapplied 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 and month in which the Closing occurs or 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 period of computation. Any item calendar year in which cannot be finally prorated on the Closing Date because occurs shall be adjusted pro rata. However, if such an assessment or assessments shall be required to be paid in one lump sum payment (and is not available to be paid in installments) and is due and payable on or before the Closing Date, then to the extent such assessment(s) is for improvements in place as of the unavailability date of information this Agreement, then such assessment(s) shall be tentatively prorated on paid by Seller but if such assessment(s) is for improvements to be made subsequent to the basis date of Closing, then the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowsame shall be paid by Purchaser. 14.1.7. To the extent at Closing there are any unpaid tenant improvement allowances or brokers' commissions for Leases entered into prior to the Effective Date (b) As soon as reasonably practicable after "Unpaid TI/LC"), Seller shall credit Purchaser the estimated amount of Unpaid TI/LC at Closing, and in no event later Purchaser shall thereafter be obligated to pay directly to the applicable parties the applicable amounts from the Unpaid TI/LC credited to Purchaser. To the extent the credit provided to Purchaser at Closing for any Unpaid TI/LC shall be less than the six (6) month anniversary actual amount of Closingsuch Unpaid TI/LC, Seller and shall be obligated to pay Purchaser shall agree on the difference promptly following the final determination of all prorations included on the Unpaid TI/LC. To the extent the credit provided to Purchaser at Closing Statement (for any Unpaid TI/LC is more than the “Proration True-Up Statement”)actual amount of such Unpaid TI/LC, provided that with respect to property tax prorations, Seller and Purchaser shall agree on be obligated to pay Seller the difference promptly following the final determination of all such prorations within sixty days after Purchaser’s receipt the Unpaid TI/LC. 14.1.8. At the Closing, Purchaser shall receive a credit against the Purchase Price in the amount of the final tax bills for all relevant periods Fifty Thousand and No/100 Dollars ($50,000.00) with respect to all of Rent that would have been payable under the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments Lease with Chick-Fil-A had the obligation to begin paying Rent under that Lease been in effect on 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 StatementDate.

Prorations. (a) All items of revenue The following shall be adjusted between Seller and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants Buyer and the Facilities shall be prorated as of 11:59 pm 12:01 A.M. (Eastern Time) on the Closing Date with Buyer deemed the owner of the Property on the entire Closing Date: (a) Rents, common area charges, escalations and other tenant reimbursements (other than security deposits and real property taxes reimburseable by tenants on any annual basis) payable under the Existing Leases and New Leases (collectively, the "RENTS") for the Property or portions thereof shall be prorated as of the Closing Date on an accrual basis. If any Rents are delinquent as of the Closing Date (hereinafter called the "DELINQUENT RENTS"), then all Rents collected by Purchaser after the Closing shall be applied first to current Rents and then to Delinquent Rents, provided further that any Delinquent Rents paid by Tenants therefor and specifically identified as such by the Tenant shall be treated as a reimbursement of such charges regardless of the order of priority otherwise set forth in this SECTION 8.5(a). Buyer shall use reasonable efforts until December 31, 2004 to collect any Delinquent Rents, including any unpaid amounts previously billed for common area maintenance charges, Real Estate Taxes and insurance for the year ending December 31, 2003 (the “Apportionment Time”"2003 RECONCILIATION PAYMENTS") to allocate between (x) the Joint Venture as it was constituted immediately that accrued prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following Date. Seller agrees to forward any Rents received by it after the Closing Date)Date to Buyer for application in accordance with the provisions hereof. Original Company The amount of any security deposits that are required to be returned to Tenants under Leases shall be credited against the Purchase Price (and Seller shall be entitled to all revenue and retain such security deposits). Seller may not pursue litigation against any tenant for Delinquent Rents or 2003 Reconciliation Payments. (b) Real Estate Taxes for the then current year relating to the Property shall be responsible for all expenses prorated as of the Closing Date. If the Closing shall occur before the tax rate is fixed for the period then current year, the apportionment of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations taxes shall be made on the basis of the actual number tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the taxes actually due for the current year are more or less than the taxes for the preceding year, then within thirty (30) days in after the year issuance of the then current year's tax ▇▇▇▇, Seller and month in which Buyer shall adjust the proration of such taxes and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment; this covenant shall not merge with the Deed delivered hereunder but shall survive the Closing. All special taxes or assessments assessed prior to the Closing occurs Date shall be paid by Seller, and those assessed after the Closing Date shall be paid by Buyer. Tax reimbursements from Tenants shall, upon receipt, be equitably prorated and reimbursed to Seller. Buyer shall make reasonable efforts to promptly collect all tax reimbursements from the Tenants. (c) All other income from, and expenses of, the Property, including but not limited to public utility charges, interest, maintenance charges and service charges, shall be prorated as of the Closing Date, except as set forth hereinbelow. To the extent that information for any such proration is not available at the Closing, the parties shall effect such proration within ninety (90) days after Closing. If, however, the proration of percentage rental from any Tenant or in the period any other item of computation. Any item which income or expense cannot be finally prorated on made within ninety (90) days after the Closing Date because Closing, then the proration of the unavailability of information such item for each such Tenant shall be tentatively made within ten (10) days after the information relating to such item becomes available. Percentage rents for each Tenant Lease shall be prorated on the basis of the best data number of days lapsed during the Tenant's percentage rent period as of the Closing Date and not on the basis of the amount of the Tenant's sales which accrued during such percentage rent period as of the Closing Date. Within ninety (90) days after the Closing Date, Seller agrees to provide Buyer (i) a detailed operating expense statement for the actual costs incurred by Seller for operating expenses and other pass-through items that are reimbursable to Seller, as landlord, by Tenants under the Leases (collectively, the "REIMBURSEMENT EXPENSES") that covers the period from the beginning of the then available current billing/reconciliation period for such party through the Closing Date together with copies of supporting invoices and reprorated when other documentation supporting the expenses; and (ii) a statement showing amounts actually collected by Seller as estimated payments or otherwise from the Tenants for the Reimbursement Expenses that covers the period from the beginning of the then current tenant billing/reconciliation period through the Closing Date. Buyer and Seller agree that they will promptly, at the end of the calendar year of the year in which the Closing occurs (or, if the current billing/reconciliation period ends on other than the end of the calendar year, the end of the current applicable billing/reconciliation period), reconcile the Tenants' payments of the Reimbursement Expenses, and Buyer will ▇▇▇▇ the Tenants promptly for any amounts owed by the Tenants to landlord for payment of the Reimbursement Expenses. In reconciling the Tenants' payments of the Reimbursement Expenses, Buyer and Seller agree to reallocate between them the total amount actually collected by Buyer and Seller for the Reimbursements Expenses for the calendar year (or other applicable billing/reconciliation period corresponding to the applicable period for reconciling the Reimbursement Expenses under the Leases) in which the Closing occurs based on the proportion that the actual costs incurred by each party for the Reimbursement Expenses bears to the total of the Reimbursement Expenses incurred by the parties combined. To the extent either party has collected more than its share of the Tenants' payment for the Reimbursement Expenses as determined by the preceding sentence, such party shall promptly remit such excess amount to the other party; PROVIDED, to the extent the Tenants are due a refund for overpayment of the Reimbursement Expenses attributable to any such excess amount, Buyer may retain such excess amount for the purpose of reimbursing amounts due to Tenants in reconciling the such party's payment of the Reimbursement Expenses. After making the adjustments provided by the previous two sentences, Buyer will promptly remit Seller's pro rata share of any additional amounts actually collected from the Tenants as the result of reconciliation billing to the Tenants for the Reimbursement Expenses due landlord. In the event any amounts are owing to the Tenants, Buyer will notify Seller of its pro rata share of such amounts, with appropriate back-up, and Seller will promptly within thirty (30) days after receipt remit its share of such amounts to Buyer who will then reimburse the Tenants for any amounts owed by landlord. In reconciling the Tenants' payments and determining the pro rate share due to or from Seller, the total amount owing to the Tenants or the total amount collected from the Tenants, shall be multiplied by a fraction the numerator of which shall be the actual expenses incurred by Seller for the Reimbursement Expenses for the applicable billing/reconciliation period and the denominator of which will be the total of the Reimbursement Expenses incurred by both Buyer and Seller combined for the applicable tenant billing/reconciliation period for such expenses. (d) Seller shall calculate the prorations contemplated by this SECTION 8.5 for Closing for Buyer's review and approval. Buyer and its representatives and auditors shall be afforded the opportunity to review all underlying financial records and work papers pertaining to the preparation of Seller's proration statements, and Seller will provide Buyer such backup information as is available but in each case with reasonably requested to verify Seller's proposed prorations. (e) At the time frames Closing, Buyer shall pay the deed and/or other recordation fees and the cost of obtaining a Phase One or other environmental audit/engineering reports. Seller shall pay the documentary stamp tax on the transfer, deed stamp or other similar taxes or fees, the premium for the issuance by the Title Company of the Title Policy (except that the cost of any endorsements requested by Buyer's lender, shall be at Buyer's sole cost and expense) and all title search, underwriting, and other related fees and expenses charged by the Title Company and the cost of obtaining the Survey. (f) Notwithstanding anything to the contrary herein, to the extent set forth in Section 8.04(b) belowSECTION 8.6, Seller reserves the right to protest any Real Estate Taxes relating to the period prior to the Closing Date and to receive and retain any refunds on account of such Real Estate Taxes. (bg) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary The obligations of Closing, Seller and Purchaser Buyer under this SECTION 8.5 shall agree on the final determination of all prorations included on survive for one (1) year from the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementDate.

Prorations. (a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities The following shall be prorated adjusted between Seller and Purchaser: i. Proration Items. Seller and ▇▇▇▇▇▇▇▇▇ agree to adjust, as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Proration Time”) to allocate between (x) ), the Joint Venture as it was constituted immediately prior to the Closing Date following (collectively, the “Original CompanyProration Items”): (i) real estate and personal property taxes and assessments, (ii) utility bills (except as hereinafter provided), and (yiii) Purchaser collected Rentals (as 100% subject to the terms of Section 8.e(iii) below), (iv) operating expenses payable by the owner of the Joint Venture immediately following Property, and (v) all payments required to be made by the tenant under the Lease for ad valorem taxes, insurance, common area maintenance and/or other operating expenses of the Property (“Reimbursable Tenant Expenses”) in accordance with Section 8.e(iv) below. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Proration Time, and Purchaser shall will be entitled to all revenue charged and shall be responsible credited for all expenses for of the Proration Items relating to the period of time after the Apportionment Closing Proration Time. Such adjustments preliminary estimated Closing prorations shall be reflected set forth on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits a closing statement to be prepared by ▇▇▇▇▇▇ and submitted to Purchaser for Purchaser’s approval prior to the Closing Date. The Closing Statement, once agreed upon, shall be signed by ▇▇▇▇▇▇▇▇▇ and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) and shall increase or decrease by Seller to Purchaser (as if the case may bepreliminary 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 taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Date, the prorations shall 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 number of days figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in the year relation to insurance premiums, and month in which the Closing occurs or in the period of computation. Any item which canSeller’s insurance policies will not be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowassigned to Purchaser. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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. (a) All items of revenue Sellers and expenses with respect Purchaser agree to the Ventureadjust, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm p.m. on the day immediately preceding the Closing Date (the “Apportionment Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to allocate between the terms of (xb) below), expenses under the Joint Venture as it was constituted immediately Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (collectively, the “Original CompanyClosing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) and (y) or by Sellers to Purchaser (as 100% owner if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account at the parties respective interests in Closing. If the Original Company. All actual amounts of the Proration Items are not known as of the Closing Time, the prorations shall 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 number figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the year and month Closing Time, in which event no proration will be made -38- at the Closing occurs with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or in before November 30, 2016 (herein, the period “Final Proration Date”). The provisions of computation. Any item which cannot be finally prorated on this Section 10.4 will survive the Closing until the Final Proration Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closinghas occurred, and in no the event later than any items subject to proration hereunder are discovered prior to the six (6) month anniversary Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of Closingthis Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, Seller but not limited to, this Section 10.4(a), Sellers and Purchaser shall hereby agree on to use the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”)following, provided that with respect to property tax prorations, Seller estimated 2016 real estate taxes and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt assessments for purposes of the final tax bills proration of same at Closing: (x) $470,000.00 for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to Shoppes at Parkland Real Property and the Closing Statement as shown on Shoppes at Parkland Improvements and (y) $180,000.00 for the Proration True-Up Statement, shall be paid in cash by University Palms Real Property and the party obligated therefore within ten (10) days following the date of the Proration True-Up StatementUniversity Palms Improvements.

Prorations. (a) All Real estate taxes, expenses of operation and any other similar items shall be adjusted ratably as of revenue and expenses with respect to the Venture, time of closing. Taxes for the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities year of Closing shall be prorated as of 11:59 pm the Closing Date. Current rents collected from Tenants under Leases shall be prorated for the month during which the Closing occurs (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases). Real estate taxes for the calendar year of Closing shall be prorated as of the Closing Date. Unpaid and delinquent rent collected by Seller and Purchaser after the Closing Date will be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents that became due and payable during the calendar month of Closing, and second, to those which were due and payable after Closing, and third, to those which were due and payable prior to Closing. Purchaser will use commercially reasonable efforts after Closing to collect all unpaid and delinquent rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect such unpaid or delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (e.g., such as year end operating and common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for any costs of collection or processing. At Closing, Purchaser will be entitled to a credit against the Purchase Price for all cash security deposits held pursuant to any of the Leases (and any pre-paid rent thereunder if not then earned by Seller) and Seller shall deliver to Purchaser any non-cash security deposits thereunder, if any. Payments of accounts for water, sewer, electricity, telephone and all other utilities currently in the name of Seller (or its managing agent) shall be placed in the name of Purchaser on the Closing Date (and Seller shall arrange for final meter readings and metered services to be conducted on the “Apportionment Time”) Closing Date. Seller shall be responsible to allocate between (x) the Joint Venture as it was constituted immediately pay in full all bills for such utility charges related to any period prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled responsible to pay all revenue utility charges related to any period on and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits subsequent to the Closing StatementDate. With respect to utilities which are not metered, charges for such service shall be prorated as of the Closing Date, based on charges for the previous billing period, and Purchaser and Seller shall receive credits or charges, as appropriate, with such amounts to be re-prorated promptly after the final bills are issued. Seller shall cooperate with Purchaser to effect the transfer of utility accounts from Seller to Purchaser. Expenses pertaining to Service Agreements that Purchaser elects to assume and personal property taxes (if applicable) and any other expenses relating to the Property shall increase or decrease (as the case may be) the Purchase Price taking into account be prorated between the parties respective interests in the Original Company. All prorations shall be made on the basis as of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) belowDate. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing 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. 5.2.1 All revenues, including without limitation, rentals, prepaid rentals and prepaid payments (a) All items of revenue and expenses with respect collectively, "Rent"), shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the Ventureperiod after the Closing and for all security deposits held by Seller (including interest thereon, as required by law). Seller shall not receive a credit for any Rent Seller has not received as of the Closing which is allocable to the period prior to the Closing. If, after Closing, Buyer collects any Rent applicable to periods prior to Closing, such Rent shall first be applied to Rent due for the current period, if any, and the balance shall be promptly paid by Buyer to Seller. If, after Closing, Seller collects any Rent applicable to rental periods after the Closing, Seller shall promptly pay the same to Buyer. For such purposes, the Facility Ownersperiod for which Rent is applicable shall be the one designated in writing by the person paying such Rent or, if there is no such designation, the Operating Rent shall be applied first to Rent due for the current period, if any, with the balance applied in the inverse order of the Rent payments due from such Tenant. 5.2.2 All expenses, including without limitation, utilities and all other expenses to operate the Operating Subtenants and the Facilities Property shall be prorated as of 11:59 pm on the Closing. 5.2.3 Real estate taxes shall be prorated at the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date). Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because 100% of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final most recent tax bills for all relevant the Property. Taxes will then be reprorated upon receipt of actual bills for the applicable periods with respect to all of and the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments responsible party will promptly pay the difference to the Closing Statement other party. This provision will survive Closing. 5.2.4 Unless the Existing Financing is paid as shown on provided in Section 3.7, an amount equal to payments of interest and deposits due under the Proration True-Up StatementExisting Financing, including without limitation, the repair escrow, the replacement reserve escrow fund, the real estate tax escrow, the hazard insurance escrow, and the mortgage insurance escrow, shall be paid in cash by to Seller at Closing. 5.2.5 With respect to any of Seller's employees that Buyer chooses to hire, Seller agrees to pay those employees for any accrued vacation or sick time they have earned prior to Closing. 5.2.6 All prorations under this SECTION 5.2 shall be adjusted, if necessary, and completed after the party obligated therefore within ten Closing as soon as final information becomes available. Seller and Buyer agree to cooperate and use their best efforts to complete such prorations no later than sixty (1060) days following (except with respect to real estate taxes) after the date of the Proration True-Up StatementClosing Date.

Prorations. 5.2.1 Rentals from Leases (aincluding fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rentals and prepaid payments (collectively, “Rent”) All items of revenue and expenses with respect shall, subject to the Venturefurther provisions hereof, be prorated on the Facility Ownersbasis that Buyer shall receive a credit for all security deposits actually held by Seller and for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of (the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing allocable to the period prior to the Closing, Buyer shall promptly pay the Operating Tenantsame to Seller, after application of the Operating Subtenants and same to any rent due from the Facilities applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of 11:59 pm the Closing on the Closing Date (basis of the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior most recent assessed valuation of and rates and multiplier applicable to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date)Property. Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All If prorations shall be are not made on the basis of the actual number current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which are allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of days its utility accounts with respect to the Property closed out effective as of the Closing Date; if such close-out is not possible, utilities shall be prorated as of the Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the year Closing occurs). 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, but which are not then due and payable (collectively, the “Operating Expenses”), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the Closing Date; provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or in by Buyer on or after the Closing Date shall be prorated as of the Closing Date. Buyer and Seller shall prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to Closing with actual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Tenants for the period of computation. Any item which cannot be finally prorated on Seller’s ownership, Seller shall pay Buyer the Closing Date because amount of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after such rebates at Closing, and in no event later than if the six (6) month anniversary of Closing, Seller and Purchaser shall agree on Tenants owe the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that landlord any additional amounts for Operating Expenses with respect to property tax prorationsthe period of Seller’s ownership, Buyer shall promptly pay Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaseramount so owed to the landlord upon Buyer’s receipt of the final tax bills for all relevant periods with respect same (and Buyer shall exert diligent good faith efforts to all of collect the Facilitiessame but shall not required to terminate any Lease or evict any Tenant in connection therewith). 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, Any prorations under this Agreement based upon monthly amounts shall be paid in cash by the party obligated therefore within ten based upon a thirty (1030) days following the date of the Proration True-Up Statementday month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. 6.2. 1Prorations. All income and expenses of the Property shall 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 being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) All Such prorated items of revenue and expenses shall include the following: (i) any other income with respect to the VentureProperty received by the Closing Date, if any, and for the current month not yet delinquent. Such proration shall be based 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, the Facility OwnersContributor, subject to the Escrow Agents approval, shall escrow the funds for real estate taxes now due or delinquent for 2021, or that may becoming due and payable against ​ the Property up and to Closing. For the avoidance of doubt, the foregoing escrow requirement is an accommodation to the Contributor to pursue payment of the its tax ▇▇▇▇, however, under no circumstance shall any delinquent payment of taxes occur or a lien be created, and if for any reason the Contributor cannot satisfy the amounts, then the Escrow Agent shall be directed to pay the then due and owing taxes. (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 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 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 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 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 TenantPartnership 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. 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 Operating Subtenants and the Facilities Contributor shall be prorated as entitled to a credit for such amount. In connection with the re-proration of 11:59 pm on real estate taxes and assessments for which a credit was given or a proration was made at the Closing Date (Closing, the “Apportionment Time”) 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 allocate between (x) the Joint Venture as it was constituted immediately period prior to the Closing Date (collectivelyare 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 “Original Company”) and (y) Purchaser (as 100% owner 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 Joint Venture immediately following the Closing Date). Original Company shall be entitled refunds related to all revenue and shall be responsible for all expenses for the a period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits prior to the Closing Statement) and that is required to be refunded to any tenant of the Property shall increase be delivered to or decrease (retained by, as the case may be, the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in 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 Purchase Price taking into transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the ​ ​ ​ utility companies, and provide the Contributor with written evidence of the transfer at or prior to Closing. The Contributor shall be 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 account of the parties respective interests in prorations adjustments to be made upon the Original CompanyClosing shall be reflected through an adjustment to the cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. All prorations Any other proration adjustments made following the Closing shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cash; and (v) If any prorations hereunder cannot be finally prorated calculated accurately on the Closing Date because of the unavailability of information Date, then they shall be tentatively prorated 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 basis other party, with interest per annum at the prime rate of the best data then available and reprorated when the information is available but in each case with the time frames interest as set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after ClosingThe Wall Street Journal, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on plus 2% from the Closing Statement (the “Proration True-Up Statement”), provided that with respect Date to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following 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 Proration True-Up StatementOperating 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. (a) All items of revenue Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses with respect to the Venturepayable under tenant leases, the Facility Ownersall as and when actually collected (whether such collection occurs prior to, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following or after the Closing Date). Original Company shall be entitled to all revenue ; real property taxes and shall be responsible for all expenses for the period of time up to the Apportionment Timeassessments; water, sewer and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made calculated on the basis of the actual number period covered); and any other expenses of days the operation and maintenance of the Property (including, without limitation, those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the year amount of the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in Section 7.2 above, shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by Buyer from tenants after the Closing shall be promptly paid to Seller to the extent of any rents and month other sums which were delinquent at Closing, after first applying all such amounts collected to current obligations. Buyer shall use reasonable efforts to collect such delinquent rents but shall not be obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property, in which case all such deposits for which Seller receives credit shall remain in place for the Closing occurs or in benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to assign such deposits to Buyer. Buyer shall cause all utilities to be transferred into Buyer's name and account at the period time of computationClosing. Any item which Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be finally prorated calculated accurately on the Closing Date because of Date, then the unavailability of information same shall be tentatively prorated calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the best data then available leases and reprorated when other sources of income and expenses, and shall deliver such computation to the information is available but in each case with Title Company prior to the time frames set forth in Section 8.04(b) belowClosing. (b) As soon as reasonably practicable after ClosingSeller shall pay one-half (1/2) of the escrow fee, any county transfer taxes applicable to the sale, and in no event later than the six (6) month anniversary costs of Closing, Seller and Purchaser shall agree on obtaining the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt CLTA portion of the final tax bills for all relevant periods with respect to all title insurance policy. Buyer shall pay the costs of obtaining the ALTA portion of the Facilitiestitle insurance policy, the cost of any endorsements, and one-half (1/2) of the escrow fee. The net amount due Original Company or Purchaser, if any, by reason Recording charges and any other expenses of such adjustments to the Closing Statement as shown on escrow for the Proration True-Up Statement, sale shall be paid by Buyer and Seller in cash accordance with customary practice as determined by the party obligated therefore within ten Title Company. In addition, Seller shall be liable for any prepayment fee or other charge payable in connection with any payoff of deeds of trusts or mortgages entered into by Seller. (10c) days following The provisions of this Section 8.5 shall survive the date of the Proration True-Up StatementClosing.