Common use of Adjustments and Apportionments Clause in Contracts

Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of each Closing Date, certain costs and expenses relating to the Acquired Real Property Assets being acquired by Acquiror on such Closing Date, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to such Closing Date (the "Pre-Closing Period") but will not be due and payable by the Seller or a Company until after such Closing Date (such accrued expenses, if any, that are unpaid as of each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such Closing Date (each, a "Post-Closing Period") but have been paid by the Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(a) shall be pro rated as of 12:01 am (New York time) on each Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases). (b) Not later than ten (10) Business Days prior to each Closing Date, Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the applicable Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Acquiror shall purchase the Non-ALSF Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the First Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount"), provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company to pay the Specified Liabilities at the First Closing.

Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of each the Closing Date, certain costs and expenses relating to the Acquired Real Property Assets being acquired owned by Acquiror on such Closing Datethe Company or a Company Subsidiary, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to such the Closing Date (the "Pre-Closing Period") but will not be due and payable by the Seller Company or a Company Subsidiary until after such the Closing Date (such accrued expenses, if any, that are unpaid as of each the Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such the Closing Date (each, a the "Post-Closing Period") but have been paid by the Seller Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(aSection (a) shall be pro rated as of 12:01 am (New York time) on each the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror the parties hereto that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases). (b) Not later than ten (10) Business Days prior to each the Closing Date, Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the applicable Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Upon the written request of Seller, Acquiror shall purchase the Non-ALSF Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the First Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount"), ) provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the First Closing.

Adjustments and Apportionments. (a) Seller Sellers and Acquiror Purchaser acknowledge and agree that, as of each the Closing Date, certain costs and expenses relating to the Acquired Real Property Assets being acquired owned or leased by Acquiror on such Closing Datethe Company or a Company Subsidiary, including real estate TaxesTaxes (if any), water meter and water charges, sewer rents, fuel and debt service other utility expenses, rent payable under the Assumed Mortgage Debt Cypress Village Ground Lease (all such costs and expenses, collectively, "Real Property ExpensesREAL PROPERTY EXPENSES"), (x) may have accrued during the period prior to such the Closing Date (the "PrePRE-Closing PeriodCLOSING PERIOD") but will not be due and payable by the Seller Company or a Company Subsidiary until after such the Closing Date (such accrued expenses, if any, that are unpaid as of each the Closing Date being hereinafter referred to as "Accrued ExpensesACCRUED EXPENSES") or (y) will not accrue until the period on or after such the Closing Date (each, a the "PostPOST-Closing PeriodCLOSING PERIOD") but have been paid by the Seller Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid ExpensesPREPAID EXPENSES"). The expenses described in this Section SECTION 2.04(a) shall be pro rated as of 12:01 am a.m. (New York time) on each the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller Sellers with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant Purchaser with respect to the Post-Closing Period, other than debt service relating provided that rents under the Property Agreements shall be prorated as of 12:01 a.m. (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) as follows: (i) Rents for the month in which the Closing occurs (to the extent already paid) shall be apportioned to Sellers with respect to the Pre-Closing Period and to Purchaser with respect to the Post-Closing Period Period. (ii) If any tenant under the Assumed Mortgage Debt, as set forth any Property Agreement is in arrears in the respective Property Leasespayment of Rent on the Closing Date, Rents received from such tenant after the Closing shall be applied in the following order of priority: (A) first, to the month in which the Closing occurs; (B) second, to any month or months following the month in which the Closing occurred; and (C) third, after the applicable lease is brought current for the period from and after the Closing Date, to any Rents which were delinquent at Closing. If Rents or any portion thereof received by Sellers or Purchaser after the Closing (including rent arrearages) are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, shall be promptly paid to the other party, which obligation shall survive the Closing. Purchaser shall use its commercially reasonable efforts (without the obligation to commence any litigation or eviction proceedings or engage a collection agency) to collect any rents which were delinquent at Closing and promptly pay them over to the Sellers upon receipt to the extent allocable to a Pre-Closing Period in accordance with this SECTION 2.04(a). (biii) Not later than ten (10) Business Days If any additional Rents are collected by Purchaser after the Closing which are attributable in whole or in part to any period prior to each the Closing, then Purchaser shall promptly pay to Sellers, Sellers' proportionate share thereof, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, in accordance with SECTION 2.04(a)(i) hereof, which obligation shall survive the Closing. If any additional Rents are collected by Sellers or for the benefit of Sellers which are attributable in whole or part to any period on or after the Closing Date, Seller then Sellers shall prepare and deliver promptly pay to Acquiror a written statement setting forthPurchaser, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt Purchaser's proportionate share thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the applicable Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Acquiror shall purchase the Non-ALSF Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the First Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount"), provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company to pay the Specified Liabilities at the First Closing.

Adjustments and Apportionments. 3.1 The following are to be apportioned or adjusted as of the date of Closing (the "Closing Date"): (a) Seller and Acquiror acknowledge and agree that, as of each Closing Date, certain costs and expenses relating to the Acquired Real Property Assets being acquired by Acquiror on such Closing DateTaxes, including real estate Taxesspecial or betterment assessments payable in installments, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to such Closing Date (the "Pre-Closing Period") but will not be due and payable by the Seller or a Company until after such Closing Date (such accrued expenses, if any, that are unpaid as of each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such Closing Date (each, a "Post-Closing Period") but have been paid by the Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(a) shall be pro rated as of 12:01 am (New York time) on each Closing Date and apportioned (on the basis of the tax year for which assessed and within which the Closing Date occurs. To the extent not paid at the Closing, Purchaser shall be responsible for, and hereby covenants and agrees to pay as and when due, all real estate taxes due and payable for the tax year in which the Closing occurs, subject to receiving appropriate credit for prorating taxes at the Closing, as provided herein. If the Closing shall occur before a 365-day tax rate and assessment for the Premises is established for the tax year in which the Closing occurs, the apportionment of taxes shall be made upon the basis of the then known assessment and/or rate, with the unknown factor to be adjusted for that item based upon the immediately preceding tax year) to (i) Seller with respect , except that at such time as the tax rate and applicable assessed valuation are determined, the parties shall make a further apportionment, if and to the Pre-Closing Period extent so required, and (ii) Acquiror with respect to at the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each election of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases)either party. (b) Not later than ten (10) Business Days prior to each Water meter and sewer charges in accordance with the amounts fixed with respect thereto in an official reading made as of the Closing Date, Seller except that if such reading is not obtained for such date, then the unfixed water meter, sewer charges, for the period since the last bill therefor shall prepare be apportioned on the basis of that p▇▇▇▇ bill (or otherwise estimated by the parties if such bill ▇▇ ▇ore than six months old) with the apportionment to be readjusted when the actual bill for the period encompassing the Closing Date is rece▇▇▇▇. If water and deliver to Acquiror a written statement setting forth, sewer is metered and such meter is read as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) then Seller shall be responsible for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days charges arising prior to the applicable Closing Date and Purchaser shall be responsible for any such charges arising on and after the Closing Date (c) Electric, gas and steam charges, and any deposits made in connection therewith, unless a utility reading is made as of the Closing Date, such dispute in which case, Seller shall be resolved responsible for any such charges arising prior to the Closing Date and Purchaser shall be responsible for any such charges arising on and after the Closing Date. (d) All transfer taxes shall be paid by a nationally recognized accounting firm reasonably acceptable Seller. (e) Any escrow fees charged by the Title Company for acting as the escrow agent hereunder shall be shared equally by the parties. 3.2 Expenses of the parties shall be paid as follows: (a) Purchaser shall pay all expenses incurred by Purchaser in connection with the sale contemplated hereby, including, but not limited to each the fees and expenses of Seller and Acquiror. If Acquiror does not notify Seller Purchaser's counsel. (b) Except as set forth in Section 4.2, any fees charged for title work or for the issuance of any such objection within such three (3) Business Day period, Acquiror title insurance commitments or policies shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found paid by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) daysPurchaser. (c) The Base Purchase Price Seller shall be (i) reduced pay all expenses incurred by Seller in connection with the excesssale contemplated hereby, if anyincluding, but not limited to the fees and expenses of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property LeasesSeller's counsel. (d) Acquiror 3.3 The terms and provisions of this Section 3 shall purchase survive the Non-ALSF Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the First Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount"), provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company to pay the Specified Liabilities at the First Closing.

Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of each On the Closing Date, certain costs the following adjustments and expenses relating to apportionments shall be made in cash as of the Acquired Real Property Assets being acquired by Acquiror on such Closing Adjustment Date, including real estate Taxes, water meter and water charges, sewer rents, and debt service : (i) Rents collected under Leases for the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during month in which the period prior to such Closing Date occurs (the "Pre-Closing PeriodMonth") ). Purchaser shall have the right to collect any delinquent rentals, but will shall not have the obligation to do so. Delinquent rentals under any existing Leases collected by Purchaser, net of the costs of collection (including attorneys' fees), shall be applied first against any amount currently due and payable by owing under such Leases and then to amounts most recently overdue ("Rent Arrearages"). If, as and when Purchaser collects payments from a tenant on account of Rent Arrearages attributable to the period Seller owned the Property, Purchaser shall hold such funds for Seller and shall pay an amount equal to such Rent Arrearages collected to Seller within ten (10) days after Purchaser or its agent receives each such payment. (ii) On that date which is six (6) months after the Closing, Purchaser shall deliver to Seller a Company until after such Closing Date (such accrued expensescollection report showing the sum, if any, that are unpaid as of each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such Closing Date (each, a "Post-Closing Period") but have been paid by each tenant at the Seller or a Company during Property and the Pre-Closing Period (unpaid balance owed by such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(a) shall be pro rated as of 12:01 am (New York time) on each Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each of the Net Tenants shall, tenant pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by its Lease through such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases). (b) Not later than ten (10) Business Days prior to each Closing Date, date. Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior audit Purchaser's records with respect to the applicable Closing DateRent Arrearages payable to or collected by Purchaser. (b) Real estate taxes, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller ad valorem taxes, school taxes, assessments and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day periodpersonal property, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. Ifintangible and use taxes, after the applicable Closingif any, an error or omission in the calculation based on 100% of the apportionments set forth above 1999 taxes due or, if the actual amount is found by one not known, the most recent ascertainable taxes for the Property (the "Taxes") for the year of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) daysClosing. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants Charges under the Service Contracts (provided that same were delivered to Purchaser during the Inspection Period) affecting the Property Leaseson the Closing Date (except those required to be terminated on or before Closing pursuant to the terms of this Agreement) and utility charges and deposits relating to the Property. (d) Acquiror shall purchase Income from users of vending machines, laundry services, utilities, tenant services, and from any other operations of the Non-ALSF Shares subject Property, if any. (e) Any and all prepaid expenses of Seller relating to the obligations set forth Property. (f) Seller agrees to make vacant units at the Property rent ready at Seller's cost and expense prior to Closing in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities accordance with Seller's prior practices; provided that Seller shall have no obligation to make units rent ready that become vacant not be deemed Excluded Liabilities. At least three (3) Business Days more than one week prior to the First Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount"), provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company to pay the Specified Liabilities at the First Closing.

Adjustments and Apportionments. 8.01 At the Closing there shall be apportionments and adjustments between Seller and Purchaser as of midnight preceding the Closing Date, Seller to have the last day, unless otherwise provided) as follows: (a) Seller and Acquiror acknowledge and agree that, as of each Closing Date, certain costs and expenses shall pay all current and/or delinquent real estate tax bills relating to the Acquired Real Property Assets being acquired by Acquiror on such Closing DateProperty, including Purchaser shall assume and receive a credit against the Purchase Price for all non-delinquent real estate Taxes, water meter and water charges, sewer rents, and debt service under taxes which are a lien on the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during prorated through the period day prior to such Closing Date the Closing, using the present tax rate if the applicable tax rate has not been set (i.e. the "Pre-Closing Period") but will not be due balance of the 1996 calendar year taxes and payable by the Seller or a Company until after such Closing Date (such accrued expenses, if any, that are unpaid as of each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such Closing Date (each, a "Post-Closing Period") but have been paid by the Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(a) shall be pro rated as of 12:01 am (New York time) on each Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect 1997 calendar year taxes prorated to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each date of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property LeasesClosing). (b) Not later than ten (10) Business Days prior to each Closing Date, Seller shall prepare and deliver to Acquiror pay special taxes or assessments, if any, upon the Property assessed or becoming a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days lien prior to the applicable Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price Fuel, electricity, water, sewer, gas, telephone and other utility charges not payable directly to the utility companies by tenants of the Property (such proration to be based upon meter readings, where possible, within 2 days prior to the Closing Date), rents and assigned deposits, if such deposits shall be assignable (i) reduced by except such metered utility charges which Seller shall cause to be read on the excess, if any, of business day prior to the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses Closing Date and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(bbilled to Seller), in each case, without duplication as Purchaser agreeing to any amounts paid or payable by the Net Tenants under the Property Leasesassume all liability for future utility payments. (d) Acquiror Amounts payable and/or prepaid under service contracts, if any, in Seller's possession. (e) Pre-paid rentals for periods extending beyond the Closing Date, prepaid common area maintenance charges, tax reimbursements, insurance reimbursements, and other prepaid charges under the tenant leases shall purchase the Non-ALSF Shares subject be paid or credited to the obligations set forth Purchaser at closing. Rents and other charges in Schedule 2.04(d) hereof (the "Specified Liabilities")arrears, which Specified Liabilities if any, shall not be deemed Excluded Liabilitiesadjusted. At least three and the right to collect the same shall be assigned to Purchaser (3) Business Days prior provided that Purchaser shall, subsequent to Closing, remit any collections, applying any payment received from a tenant formerly delinquent first to the First rentals and other charges due to Purchaser and the balance shall be promptly remitted to Seller). On the Closing Date, Seller no adjustments shall deliver be made for percentage rentals, except for Lechters who pays percentage rentals in lieu of base rent, payable by tenants on account of or with respect to Acquiror payoff statements or other evidence satisfactory sales during the period prior to Acquiror as Closing. Adjustments for common area charges, tax reimbursements, and insurance reimbursements payable with respect to the amount period prior to Closing, shall be made on the basis of good faith estimates of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount"), provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) parties and final adjustment shall be deemed reduced by made when precise figures are determined. Purchaser shall pay to Seller after Closing any adjustments rents, reimbursements, common area charges, tax and utility charges and other charges due Seller pursuant to the cash portion of Lease only when and to the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company to pay the Specified Liabilities at the First Closingextent they are received by Purchaser and only after all amounts due Purchaser have been received by Purchaser.

Adjustments and Apportionments. (a) 7.1. At the Closing there shall be apportionments and adjustments between Seller and Acquiror acknowledge and agree that, Purchaser as of each Closing Date, certain costs and expenses relating to midnight preceding the Acquired Real Property Assets being acquired by Acquiror on such Closing Date, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to such Closing Date (the "Pre-Closing Period") but will not be due and payable by the Seller or a Company until after where appropriate, such Closing Date (such accrued expenses, if any, that are unpaid as of each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such Closing Date (each, a "Post-Closing Period") but have been paid by the Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(a) adjustments shall be pro rated as of 12:01 am (New York time) on each Closing Date and apportioned (made on the basis of a 365-day yearyear of 12 months, 30 days to the month, Seller to have the last day, unless otherwise provided) as follows: (a) Purchaser shall pay all special assessments for municipal improvements to (i) Seller be made with respect to the Pre-Property which are confirmed of record and become a lien after the Closing Period and so much of the property taxes assessed for and becoming a lien during the calendar year in which the Closing occurs and which shall be allocable to it on and after the Closing. Seller shall pay the balance of such property taxes at Closing, using the present tax rate if the applicable tax rate has not been set (ii) Acquiror with respect i.e. the balance of the 1996 calendar year taxes and the 1997 calendar year taxes prorated to the Post-date of Closing). If the Closing Period (it being acknowledged and agreed shall occur either before an assessment is made or a tax rate is fixed for the tax period in which the Closing occurs, the apportionment of any such property taxes based thereon shall be made at the Closing by Seller and Acquiror that each of applying the Net Tenants shall, pursuant tax rate for the preceding year to the terms of latest assessed valuation, but, promptly after the respective Property Leasesassessment and/or tax rate for the current year are fixed, the apportionment thereof shall be responsible for all Real Property Expenses relating to each of recalculated and Seller or Purchaser, as the Acquired Real Property Assets leased by such Net Tenant with respect case may be, shall promptly make an appropriate payment to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases)based on such recalculation. (b) Not later than ten (10) Business Days prior to each Closing DateSpecial taxes or assessments, Seller shall prepare and deliver to Acquiror if any, upon the Property assessed or becoming a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days lien prior to the applicable Closing Date shall be paid by Seller in full on or prior to the Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excessFuel, if anyelectricity, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses water, sewer, gas, telephone and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or other utility charges not payable by the Net Tenants under the Property Leases. (d) Acquiror shall purchase the Non-ALSF Shares subject directly to the obligations set forth in Schedule 2.04(d) hereof utility companies by Tenants (the "Specified Liabilities")such proration to be based upon meter readings, which Specified Liabilities shall not be deemed Excluded Liabilities. At least three (3) Business Days where possible, within 2 days prior to the First Closing Date), rents and assigned deposits, if such deposits shall be assignable (except such metered utility charges which Seller shall deliver cause to Acquiror payoff statements or other evidence satisfactory to Acquiror as be read on the business day prior to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred Date and billed to as the "Pay-off Amount"Seller), provided, that Purchaser agreeing to assume all liability for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company to pay the Specified Liabilities at the First Closingfuture utility payments.

Adjustments and Apportionments. (a) Seller and Acquiror the Buyer hereby acknowledge and agree that, as of each the Closing Date, : (i) certain costs and expenses relating to the Acquired Real Property Assets being acquired by Acquiror on such Closing DateAssets, including real estate Taxesincluding, water meter and water charges, sewer rents, and without limitation debt service under the Assumed Mortgage Property Debt (all such costs and expenses, collectively, "“Real Property Expenses"”), (xA) may have accrued during and be applicable for the period prior to such the Closing Date (the "“Pre-Closing Period"”) but will not be due and payable by the applicable Subsidiary of Seller or a Company until after such the Closing Date (such accrued expenses, if any, that are unpaid as of each the Closing Date being hereinafter referred to as "“Accrued Expenses"”) or (yB) will not accrue until until, or may be applicable for, the period on or after such the Closing Date (each, a "the “Post-Closing Period"”) but have been paid by the one or more Subsidiaries of Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "“Prepaid Expenses"”); (ii) certain income and revenue relating to the Real Property Assets, including rental income and any amounts paid by the applicable Subsidiary of Seller as a deposit, or to otherwise be held in escrow, to secure such Subsidiary’s obligations with respect to any Real Property Asset, (A) may have accrued during and be applicable for the Pre-Closing Period but will not be due and payable by such Subsidiary until after the Closing Date (such accrued income, revenue and deposits, if any, that are unpaid as of the Closing Date being hereinafter referred to as “Accrued Income”) or (B) will not accrue until, or may be applicable for, the Post-Closing Period but have been paid by one or more of such Subsidiaries during the Pre-Closing Period (such unaccrued income, revenue and deposits, if any, that has been prepaid as of the Closing Date being hereinafter referred to as “Prepaid Income”). The Subject to the Lease Documents and the other provisions herein contained, including, without limitation, Section 2.1(c), the expenses and income, revenue and deposits described in this Section 2.04(a2.2(a) shall be pro rated prorated as of 12:01 am a.m. (New York time) on each the Closing Date and apportioned (on the basis of a 365-day year) to (iA) Seller with respect to the Pre-Closing Period and (iiB) Acquiror the Buyer with respect to the Post-Closing Period (it being hereby further acknowledged and agreed by Seller and Acquiror the parties hereto that each of the Net Tenants shall, pursuant and subject to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Property Debt, as set forth in the respective Property Leases). Notwithstanding the foregoing, to the extent a Tenant pursuant to the terms of a Property Lease shall be responsible for any costs or expenses contemplated to be adjusted for hereunder with respect to the Post-Closing Period, there shall be no proration of such amount pursuant to this Section 2.2. (b) Not later than ten (10) Business Days prior to each the Closing Date, Seller shall prepare and deliver to Acquiror the Buyer a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a2.2(a) for each of the Acquired Real Property Assets. Acquiror The Buyer shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror the Buyer shall negotiate in good faith to attempt to resolve any such objection made by Acquirorthe Buyer, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the applicable Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquirorthe Buyer. If Acquiror Seller and the Buyer cannot agree upon such accounting firm, then Deloitte & Touche LLP shall be designated to resolve such dispute. The fees and expenses of any such accounting firm shall be shared equally between the Buyer and Seller. If the Buyer does not notify Seller of any such objection within such three (3) Business Day period, Acquiror the Buyer shall be deemed to have agreed with the apportionments specified in Seller's ’s written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the partiesparties hereto, such error or omission shall be promptly corrected and the party receiving the hereto who received any over-payment as a result thereof shall pay the amount of the such over-payment to the party hereto entitled thereto. The foregoing , provided that such obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) 365 days. (c) The Without duplication of any amounts apportioned pursuant to the Agreement Regarding Leases or any Property Lease, the Base Purchase Price Cash Consideration (i) shall be (iA) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (iiB) increased by the excess, if any, any of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, and (ii) shall be (A) reduced by the excess, if any, of the aggregate amount of Prepaid Income over the aggregate amount of Accrued Income and (B) increased by the excess, if any of the aggregate amount of Accrued Income over the aggregate amount of Prepaid Income, in the case of each of the foregoing clauses (i) and (ii), as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b2.2(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Acquiror shall purchase the Non-ALSF Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the First Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount"), provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company to pay the Specified Liabilities at the First Closing.