Common use of Closing Adjustments Clause in Contracts

Closing Adjustments. The following items shall be paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on each Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. (c) Seller shall be responsible for the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) All realty transfer fees, recording costs and transfer Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property will be shared equally by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Non-Material or Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. (a) The following items cash portion of the Purchase Price described in Section 6.1(a) and the Development Site Purchase Price, as applicable, shall be paidincreased, proratedby: (i) any cash on hand at the Hotels when a Prime Subsidiary takes possession (any such cash shall be counted by representatives of ShoLodge and Prime on the Closing Date); (ii) any revenue generated by the operation of the Hotels through and including the night before the Closing Date arising from accounts receivable with respect to guests of the Hotels then in occupancy which in the normal course of business would be received after the Closing (the amount of such revenue to be determined by representatives of ShoLodge and Prime on the Closing Date); (iii) amounts paid prior to Closing for any ad valorem real estate taxes and assessments relating to the Real Property on account of any period from and after 12:01 a.m. of the Closing Date; (iv) personal property taxes, gross receipts taxes, sales taxes, excise taxes, hotel occupancy taxes or other similar taxes (but excluding income and franchise taxes), if any, relating to the Assets paid prior to Closing on account of any period from and after 12:01 a.m. of the Closing Date; (v) amounts paid prior to Closing under any Operating Agreement, the HPT Lease (including, if applicable, as amended, or adjusted as pursuant to the separate lease contemplated in Section 3.8) or any instrument creating a Permitted Exception on account of any period from and after 12:01 a.m. of the Closing Date; (vi) accrued but unpaid interest earnings on the HPT Lease Guaranty Deposit for any period prior to 12:01 a.m. of the Closing Date (if such HPT Lease Guaranty Deposit is not returned from HPT and/or Landlord to ShoLodge or STI); (vii) any utility deposits relating to the Assets which are transferred and remain on deposit after Closing for the benefit of a Prime Subsidiary or Prime, as applicable; and (viii) any other charges or fees customarily prorated by a credit to the seller in the manner hereinafter set forth: (a) All real estate Taxesjurisdiction in which the Real Property is situated, as well as Taxes assessed on each Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, shall be paid in full by Sellercustomary terms. (b) Current The cash portion of the Purchase Price described in Section 6.1(a) and the Development Site Purchase Price, as applicable, shall be decreased, by: (i) any Advance Payments retained by STI, an Additional Hotel Subsidiary, or Southeast, as applicable; (ii) unpaid ad valorem real estate Taxestaxes and assessments relating to the Real Property on account of any period prior to 12:01 a.m. of the Closing Date; (iii) unpaid personal property taxes, assessments gross receipts taxes, sales taxes, excise taxes, hotel occupancy taxes or other similar taxes (but excluding income and charges franchise taxes), if any, relating to the Assets payable on account of any period prior to 12:01 a.m. of the Closing Date; (iv) unpaid amounts payable under any Operating Agreement (ShoLodge shall use its best efforts to cause all amounts due under the Operating Agreements to be prorated paid to the Closing Date), the HPT Lease (including, if applicable, as amended, or pursuant to the separate lease contemplated in Section 3.8) or any instrument creating a Permitted Exception on account of any period prior to 12:01 a.m. of the Closing Date upon (for this purpose "Additional Rent" (as defined in the tax year of HPT Lease) shall be calculated based on the applicable taxing authority, without regard to when said Taxes are payable, so that "Total Hotel Sales" (as defined in the portion of HPT Lease) for the current Taxes allocable to the period from the beginning of such year to the Closing Date shall be compared to "Base Total Hotel Sales" (as defined in the responsibility of Seller and HPT Lease) for the portion similar period of the current Taxes allocable applicable "Base Year" (as defined in the HPT Lease)); and (v) unpaid rates, rents and charges for sewer, water, gas, electricity, telephone and other utility services provided to the portion Hotels for any period prior to 12:01 a.m. of such year from the Closing Date (ShoLodge shall use commercially reasonable efforts to cause meters to be read as of the Closing Date); (vi) accrued but unpaid benefits due to employees of the Hotels who are hired by Prime or a Prime Subsidiary, as applicable, which are not paid by STI, ShoLodge or an Affiliate of ShoLodge directly to such employees upon termination of employment; and (vii) any other charges or fees customarily prorated by a charge to the end of such year shall be seller in the responsibility of Buyerjurisdiction in which the Real Property is situated, on customary terms. (c) Seller shall be responsible for the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) All realty transfer fees, recording costs and transfer Taxes associated with the conveyance The intent of the Real Propertyforegoing is to credit or charge, as the case may be, STI, the Improvements and Additional Hotel Subsidiaries, Southeast or the Personal Property will be shared equally by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees Development Subsidiaries, as applicable, with all revenues and expenses and respecting the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract shall be prorated as of Assets which are attributable to operations before the Closing Date upon and to credit or charge, as the payment cycle established under case may be, Prime or a Prime Subsidiary, as applicable, with all such Non-Material or Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle revenues and expenses attributable to operations on and after the Closing Date will be credited to Seller at Date. At Closing, STI, the Additional Hotel Subsidiaries and Southeast, as applicable, shall provide the Prime HPT Subsidiary and the Prime Texas Subsidiary, as applicable, with a list setting forth advance guest bookings, conventions, meetings and any other booking commitments for the period from and after the Closing Date. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The (a) Unless otherwise provided herein, the following items shall be paidadjusted between Buyer and Seller as of the cut-off time for Operator's accounting period on January 2, prorated1998 (the "Cut-Off Time"): (1) Buyer shall be credited with any deposits or advance payments for room reservations or functions for any period after the Cut-Off Time. Seller shall be credited with any refundable deposits held by any utility, governmental agency or adjusted service contractor with respect to any of the Hotels which the utility, agency or contractor verifies in writing are transferable to Buyer or are held in the name of the Hotel. Buyer shall be obligated to substitute its own bond for any bond held by a utility with respect to any of the Hotels. (2) Net guest room revenue of each Hotel, whether in cash or in accounts receivable, arising from occupancy for the night beginning on January 2, 1998 and ending on January 3, 1998 shall be credited to Seller. (3) Seller shall retain all room rent receivables existing as of the Cut-Off Time. Buyer and Seller shall cooperate with Operator as reasonably required to collect such receivables after the Cut-Off Time. Buyer shall direct Operator to pay to Seller all such receivable amounts immediately upon receipt by Operator. All amounts collected shall be applied to the invoice designated by the payor or, if not designated, the oldest receivable then outstanding for the same account party. (4) Real estate taxes and assessments and personal property taxes shall be pro-rated in escrow as of the Closing Date Date. Gross receipts taxes or other occupancy taxes, however denominated, imposed by any taxing authority on any of the Hotels shall be prorated between Buyer and Seller as of the Cut-Off Time. (5) Block protect turned off here.All other items of income and expense including, without limitation, room rents receivable from current guests of each Hotel as set forth in the manner hereinafter set forth: (a) All real estate Taxesguest ledger for periods prior to the night preceding the Cut-Off Time, as well as Taxes assessed on each Terminal Inventorywater, due sewer, electricity and owing on gas charges, management fees, reimbursements to Operator under the Management Agreements, items of expense under maintenance contracts, service contracts,equipment and other capital leases, rental contracts or before the Closing Dateequipment or telephone contracts, advertising contracts and cleaning contracts for all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, periods prior tothe Cut-Off Time shall be paid in full to or by Seller, as appropriate. Buyer shall be entitled to receive all such items of income and shall pay all such expensesattributable to the period on and after the Cut-Off Time. (b) Current real estate Taxes, assessments and charges Seller shall be prorated entitled to all cash, bank account balances (including, without limitation, all funds in any capital reserve accounts) and vending machine receipts relating to the Hotel in existence as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date Cut-Off Time. Buyer shall be responsible for establishing its own bank accounts for the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of BuyerHotel. (c) Seller Buyer shall be responsible receive a credit at closing in the amount of $10,000 for the cost purpose of Terminals utilities up upgrades to Closing and Buyer shall be responsible for such costs thereafterthe front entrance to the Ontario Hotel. (d) In the event the closing occurs on a date prior to January 2, 1998, Buyer shall bear receive an estimated net income credit of $20,000 for each day elapsed from and pay all title insurance premiums after the Closing Date to and chargesincluding January 2, 1998. In the event the closing occurs after January 2, 1998, Seller shall receive an estimated net income credit of $20,000 for each day elapsed from and after January 2, 1998 to and including the Closing Date. The actual amount of the net income credit will be determined as part of the post-closing adjustment described in subsection (e) below. (e) All realty transfer fees, recording costs The provisions of this section 7.3 may not specify all adjustments properly to be made in a transaction of this nature. Representatives of Buyer and transfer Taxes associated with the conveyance Seller shall perform all of the Real Propertyadjustments, the Improvements including any not specifically referred to herein, which are appropriate and the Personal Property will usual. The adjustments hereunder shall be shared equally calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by both Parties. (f) representatives of Seller and Buyer shall each pay their own respective legal fees at the closing. Subsequent final adjustments and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract payments shall be prorated made in cash or other immediately available funds as of soon as practicable after the Closing Date Date, based upon an agreed accounting performed by representatives of Seller and Buyer. In the payment cycle established under such Non-Material or Revenue-Generating Contract so that event the portion the amounts due Seller from the beginning of such payment cycle parties have not agreed with respect to the Closing Date will adjustments required to be credited made pursuant to this section 7.3 within such 120-day period, upon application by either party, ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ shall determine any such adjustments which have not theretofore been agreed to between the parties, and such determination shall be final and binding between Seller at Closingand Buyer. The charges of ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ shall be borne in equal shares by Seller and Buyer. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items shall be paidapportioned, prorated, adjusted and/or paid as follows: A. Any real and personal property taxes and special assessments relating to the Subject Premises not yet due or adjusted payable shall be apportioned or prorated between Seller and Purchaser as of the Closing Date in day of Closing; B. Seller shall be responsible for payment of (i) all operating expenses related to the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on each Terminal Inventory, due and owing on or before Subject Premises through the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, which shall be paid in full by Seller. or arrangements made for such full payment prior to Closing; (bii) Current all amounts due under all reciprocal easement agreements or declarations referenced as exceptions on the Commitment through the Closing Date; (iii) all state, county, city and other real estate Taxesconveyance, assessments tangible, intangible, stamp taxes, deed taxes and charges shall similar taxes and any other transfer taxes due upon Closing or required to be prorated as paid upon recording of the Closing Date upon Special Warranty Deed; (iv) the tax year recording cost to file and record any releases of Existing Encumbrances; (v) all costs associated with the title search, title exam, abstract, update and work fee and the costs of issuance of the applicable taxing authority, without regard to when said Taxes are payable, so that Commitment; (vi) the portion premium for the standard coverage Owner’s Policy of current Taxes allocable Title Insurance; (vii) any commission due to the period from Broker (as defined below); and (viii) Seller’s attorney fees; C. Purchaser shall pay (i) the beginning of such year nominal recording cost to file and record the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. deed, any financing charges or loan costs associated with Purchaser’s financing, if any; (cii) Seller shall be responsible for the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. Surveys; (diii) Buyer shall bear and pay all title insurance premiums and charges. (e) All realty transfer fees, recording costs and transfer Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property will be shared equally by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance any endorsements Purchaser may require to the Owner’s Policy of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract shall be prorated as Title Insurance and the difference to acquire ALTA Owner’s Extended Title Insurance Policy in excess of the Closing Date upon premium for the payment cycle established under such Non-Material standard coverage Owner’s Policy of Title Insurance, if any;; and (iv) Purchaser’s attorney fees and any other diligence or Revenue-Generating Contract so that inspection costs incurred in the portion the amounts due Seller from the beginning conduct of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent Purchaser’s inspection and examination of the Parties as set forth in this AgreementSubject Premises; and D. Purchaser and Seller shall share equally any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. (a) The following items of income and expense shall be paid, prorated, or adjusted as of midnight of the Closing Date in day immediately preceding the manner hereinafter set forthdate of Closing: (ai) All real Real estate Taxestaxes with respect to the Property. Assessments, as well as Taxes assessed on each Terminal Inventoryif any, due and owing on or before for improvements to the Closing Date, all penalties and interest thereon, and all special assessments affecting Property completed prior to the Terminalsdate of Closing, whether payable in installments assessment therefor has been levied or not, shall be paid in full adjusted as of the date of Closing and thereafter assumed by SellerPurchaser. (ii) Fuel, water and sewer service charges and charges for oil, electricity, telephone and all other public utilities. (iii) Rental and all other income (including common area charges and other "pass-throughs") received from tenants. (vi) All charges payable pursuant to Assumed Contracts for the provision of services to the Property. (b) Current If meters measure the consumption of water, gas and/or electric current at the Property by Seller (as opposed to by tenants thereof), Seller shall use reasonable efforts to cause such meters to be read on the day immediately preceding the date of Closing and shall pay all utility bills resulting therefrom promptly upon receipt thereof. Purchaser shall have the right to escrow a reasonable sum to insure payment in full of Seller's obligation to pay the water ▇▇▇▇ described above. In making the adjustments required by this subsection, Seller shall receive credit for all prepaid expenses and similar items that are due on or after the date of Closing, and Seller shall be charged with any unpaid charges for the period prior to the date of Closing. No adjustment shall be made for rents, including all items of additional rent such as common area maintenance charges, real estate Taxestaxes and other charges (collectively and individually, assessments and charges shall be prorated the "Charges"), that are past due as of the date of Closing, but Purchaser shall exercise reasonable efforts following the date of Closing Date upon to collect any such unpaid rents and charges. In the tax year event that amounts are collected by Purchaser (after the date of Closing) from any tenant of the applicable taxing authorityProperty whose lease obligations are past due as of the date of Closing, without regard Purchaser shall first apply such sum(s) against the amount then currently due Purchaser, and then pay to when said Taxes are payableSeller, so that from such collected funds, the portion of current Taxes allocable balance owed Seller for the period prior to the date of Closing, if any. The obligation of the Purchaser set forth above to pay any balance of collected funds to Seller for the period prior to the date of Closing shall survive Closing. Seller shall have the right after the date of Closing to commence an action against any tenant of the Property to collect amounts due Seller from the beginning any such tenant with respect to periods prior to Closing, provided that Seller shall not be entitled to dispossess any such tenant as a result of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyeraction. (c) Seller shall use all reasonable efforts to deliver to Purchaser, at least five (5) business days prior to the date of Closing, a schedule depicting the adjustments required by this subsection (including a draft settlement statement to be responsible for executed by the cost parties at Closing), and Purchaser and Seller shall attempt to confirm to their mutual satisfaction all such amounts no later than two (2) business days prior to the date of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafterClosing. (d) Buyer Within sixty (60) days following the Closing, the Seller and Purchaser will cooperate in preparing (including allowing Seller or its agent access to the Property and its records related thereto) a final report to Purchaser setting forth the final determination of all items included on the Settlement Statement. In the event that, at any time within said sixty (60) day period, either party discovers any items which should have been included in the Settlement Statement but were omitted therefrom, such items shall bear and pay all title insurance premiums and charges. (e) All realty transfer fees, recording costs and transfer Taxes associated with be adjusted in the conveyance same manner as if their existence had been known at the time of the Real Propertypreparation of the Settlement Statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be finally determined within the Improvements and the Personal Property will be shared equally by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract period specified. However, no further adjustments shall be prorated as of the Closing Date upon the payment cycle established under such Non-Material or Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at made in any event beyond one (1) year after Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The Except as otherwise herein provided, the following items shall be paid, prorated, or prorated and/or adjusted as of the close of business on the day prior to the Closing Date in (the manner hereinafter set forth“Proration Date”), as follows: (a) 10.1 All real estate Taxestaxes, as well as Taxes assessed on each Terminal Inventory, personal property taxes and special assessments affecting the Property and due and owing on or before as of the Closing Proration Date, including all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, shall be paid in full by Seller; provided, however, that, if any such special assessments shall be paid in installments, Seller only shall be responsible for paying the portion of such assessments due and owing as of the Proration Date. (b) Current 10.2 Current, non-delinquent real estate Taxestaxes, personal property taxes and special assessments and charges affecting the Property shall be prorated as of the Closing Date upon Proration Date, without regard to when said taxes and/or assessments would be payable in relation to the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of the current Taxes taxes and/or assessments allocable to the period from the beginning of such year tax year, and any prior years(s), if applicable, through the Proration Date, shall be the responsibility of Seller, and the portion of the current taxes and/or assessments allocable to the Closing period from and after the Proration Date shall be the responsibility of Purchaser. Seller and the portion Purchaser hereby further do agree to re-prorate said prorated taxes and/or assessments forthwith upon Purchaser’s receipt of the current Taxes allocable actual tax ▇▇▇▇ for the tax year in question. In no event shall Seller be charged with or be responsible for any increase in such taxes and/or assessments resulting from improvements made to the Property after the Closing or as a result of the transfer of the Property to Purchaser. The covenant contained in this subparagraph shall not be merged into this Agreement or the deed conveying the Land and the Improvements and shall survive the Closing. In the event that, following Closing, Purchaser receives a refund of real estate taxes relating to any period for which Seller provided a credit regarding real estate taxes to Purchaser hereunder (or any tax year prior to such period), Purchaser, following deduction of any and all costs and expenses incurred by Purchaser in connection with such refund, shall promptly remit to Seller the portion of such year refund, if any, that Purchaser is not obligated to remit to any other party or to which any other party is entitled, including, without limitation, Navistar or any other tenant of the Property or any tax consultant. 10.3 The following will be credited to Purchaser as of the Proration Date: (i) prepaid rent and rent paid for the balance of the month of the Closing under the Navistar Lease, (ii) utility costs, operating expenses, insurance costs, personal property expenses and real estate tax expenses (collectively, “Expense Contributions”) that shall have been prepaid by Navistar. Following the Closing Date, if Seller shall receive any payments from Navistar, all such payments promptly shall be remitted to Purchaser and Seller shall take all steps necessary to notify Navistar that all future payments should be sent to Purchaser. When actual Expense Contributions shall have become known, Purchaser shall ▇▇▇▇ Navistar, pursuant to the Navistar Lease, for the additional amount, if any, owed by Navistar as a result of non-payment or underpayment of Navistar’s share of Expense Contributions. Upon collection of such amounts, the same shall be prorated between Seller and Purchaser based upon Navistar’s share of the amount of expense incurred by Seller or Purchaser, as the case may be, and the collection(s) of such Expense Contributions from Navistar by Seller or Purchaser, as the case may be, through and including the Proration Date. The amount of any refund or credit due to Navistar as a result of collection by Seller prior to the Closing Date of payments by Navistar for Expense Contributions, which shall exceed the actual amount of such Expense Contributions owed by Navistar for the period prior to the Closing Date, shall be paid by Seller to Purchaser promptly after such Expense Contributions shall have been determined. Notwithstanding anything contained herein, Purchaser’s obligation to remit to Seller any amounts collected by Purchaser from Navistar following Closing shall apply only at such time as Navistar is current in the payment of all rent and other sums accruing after the Closing. Seller may take reasonable action to collect any delinquent rents from Navistar provided that Seller may not commence any legal action against Navistar seeking termination of the Navistar Lease and Seller may not commence any other legal action against Navistar prior to the date which is 30 days after Closing. Upon receipt by Seller of Purchaser’s reasonable written request at any time and from time to time within a period from the Closing Date until the later of (i) two (2) years after Closing, or (ii) for the period Navistar has the right under the Navistar Lease to audit such books and records of Seller, Seller shall, at Seller’s principal place of business, during Seller’s normal business hours, make available to Purchaser, for inspection and copying (at Purchaser’s sole cost and expense), such of Seller’s records relating to the end Property as reasonably shall be necessary for Navistar to conduct any such audit and for Purchaser to respond to the results of the same or for Purchaser to perform any reconciliations. 10.4 Seller shall pay all expenses necessary to repair, operate and maintain the Property in accordance with the ordinary course of its business up to the Proration Date, subject to ordinary wear and tear. 10.5 Meters for utility services payable by Seller shall be read on or immediately prior to the Proration Date, if possible, or as close to the Closing as shall be possible, if a reading on the day prior to the Closing cannot be obtained, and the amounts due, as disclosed by such readings, shall be paid by Seller or credited to Purchaser, as applicable. Otherwise, all utility charges and ▇▇▇▇▇▇▇▇ shall be prorated using the ▇▇▇▇ for the calendar month immediately preceding the Proration Date. All security or service deposits delivered by Seller to any utility provider(s), and any interest required to be paid thereon, shall be and remain the sole property of Seller, and any refund of such year deposits shall be made directly to Seller, except to the responsibility extent Seller shall have assigned such deposits to Purchaser, in which case, Purchaser shall be debited and Seller shall be credited the amount of Buyersuch assigned deposits. (c) 10.6 Seller shall be responsible for all tenant improvement costs, tenant incentives and leasing commissions relating to the cost base term of Terminals utilities up the Navistar Lease or not disclosed by Seller to Purchaser, whenever same may be payable (now or in the future). Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the then-unpaid costs, incentives and Buyer commissions which are the responsibility of Seller under the foregoing provision, and Seller shall be responsible retain responsibility for such costs thereaftersame to the extent not so credited at Closing. (d) Buyer 10.7 Seller shall bear and pay the charges to comply with the terms of Paragraph 4.1. 10.8 Purchaser shall bear and pay all of the costs of the Investigations, including, without limitation, the preparation of any Phase I, the premium for the Title Policy (excluding any endorsements to the Title Policy which Seller has agreed in writing to provide and Purchaser in its sole and absolute discretion has agreed to accept (the “Seller Endorsements”)), all title charges incurred in connection with the Commitment and any update thereof, as well as any additional title insurance premiums premium charged in connection with issuance of any loan policy(ies) of title insurance (and charges. (eendorsements thereto or to the Title Policy, excluding the Seller Endorsements) All realty transfer fees, recording costs and transfer Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property will be shared equally by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance the Updated Survey. 10.9 Except as otherwise herein provided, each party shall be responsible for, and shall bear, any and all costs and expenses incurred by either of them or their respective employees, agents and representatives in connection with the transactions contemplated hereby, including, without limitation, those of their respective attorneys, accountants and consultants, which obligations hereundershall not merge into this Agreement or the Deed and shall survive the Closing or the termination of this Agreement, as applicable. (g) 10.10 All amounts due Seller under costs relating directly to any assignable Non-Material or Revenue-Generating Contract escrow and/or closing services provided in connection with the transactions contemplated hereby shall be divided equally between the parties. All release and recording fees, as well as any and all state, county and/or local stamp and/or transfer taxes imposed on the sale contemplated by this Agreement, will be borne and paid for by Seller. All other items that customarily would be prorated in transactions similar to the transactions contemplated hereby, but that have not been addressed in this Agreement, will be prorated as of the Proration Date in accordance with standard Du Page County, Illinois closing practice(s). 10.11 All adjustments made pursuant to this Article 10 shall be paid in cash or credited against the cash portion of the Purchase Price at the Closing Date upon and, to the payment cycle established under extent reasonably practicable, such Non-Material or Revenue-Generating Contract so that prorations shall be made at the portion Closing. To the amounts due extent any such prorations cannot be made at the Closing, the same shall be adjusted and completed after the Closing as and when complete information shall become available. Seller from and Purchaser agree to cooperate and use its commercially reasonable efforts to complete such prorations no later than thirty (30) days after the beginning of such payment cycle Closing Date. Seller and Purchaser each shall use its commercially reasonable efforts prior to the Closing Date will to prepare a schedule of prorations covering, among other things, current monthly rent, prepaid rent, security deposits, utility charges, operating expenses, if applicable, and real property taxes, so that such prorations can be credited to Seller made at the Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. 6.1 The following items closing of the transactions provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (the "Closing"). (The actual date of the Closing shall be paidreferred to herein as the "Closing Date"). 6.2 The parties hereto agree that (i) all compensation payable to Landlord under the Lease and all other operating expenses of Assignor relating to the Premises or the Business (i.e., proratedcost of goods sold, advertising, collections, fees, hired services, insurance, miscellaneous expenses, postage, repairs and maintenance, supplies, taxes, utilities, but specifically not including wages and interest on indebtedness, professional fees and expenses, travel and lodging or adjusted depreciation), and (ii) all income of Assignor derived from Assignor's operation of the Business or relating to the Premises, including accounts receivable and rent and other charges under the Subleases, shall be apportioned between Assignor and Assignee as of the Closing Date in based on the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on portion of each Terminal Inventory, due and owing such expense or revenue attributable to the period falling on or before the Closing DateDate on the one hand, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, which Assignor shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be bear the responsibility of Seller and benefit of, and the portion of the current Taxes allocable each such expense or revenue attributable to the portion of such year from period falling after the Closing Date Date, on the other hand, which Assignees shall bear the responsibility and benefit of (the "Adjustment"). The net Adjustment will be paid by the party owing the same to the end of such year other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the responsibility meaning of Buyerthe term "Retained Liabilities". (c) Seller shall be responsible for 6.3 To the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) All realty transfer fees, recording costs and transfer Taxes associated with the conveyance extent that any of the Real Property, the Improvements and the Personal Property will prorations made pursuant to this Article are based upon estimates of payments to be shared equally made and/or expenses to be incurred by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Non-Material or Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle Assignees subsequent to the Closing Date will be credited Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and Assignees agree to Seller at adjust such prorations promptly upon receipt by Assignor or Assignee, as the case may be, of such payments or of bills or other documentation setting forth the actual amount of such expenses. 6.4 Assignor and Assignee shall maintain and make available to each other any books or records necessary for the adjustment of any item pursuant to this Article. The provisions of this Article shall survive the Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. 6.1 The following items closing of the transactions provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (the "Closing"). (The actual date of the Closing shall be paidreferred to herein as the "Closing Date"). 6.2 The parties hereto agree that (i) all compensation payable to the City and County under the Licenses and all other operating expenses of Assignor relating to the Concessions (i.e., proratedcost of goods sold, advertising, collections, fees, hired services, insurance, miscellaneous expenses, postage, repairs and maintenance, supplies, taxes, utilities, wages and interest on indebtedness, but specifically not including professional fees and expenses, travel and lodging or adjusted depreciation), and (ii) all income of Assignor derived from Assignor's operations under the Licenses, including accounts receivable, shall be apportioned between Assignor and Assignees as of the Closing Date in based on the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on portion of each Terminal Inventory, due and owing such expense or revenue attributable to the period falling on or before the Closing DateDate on the one hand, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, which Assignor shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be bear the responsibility of Seller and benefit of, and the portion of the current Taxes allocable each such expense or revenue attributable to the portion of such year from period falling after the Closing Date Date, on the other hand, which Assignees shall bear the responsibility and benefit of (the "Adjustment"). The net Adjustment will be paid by the party owing the same to the end of such year other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the responsibility meaning of Buyerthe term "Retained Liabilities". (c) Seller shall be responsible for 6.3 To the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) All realty transfer fees, recording costs and transfer Taxes associated with the conveyance extent that any of the Real Property, the Improvements and the Personal Property will prorations made pursuant to this Article are based upon estimates of payments to be shared equally made and/or expenses to be incurred by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Non-Material or Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle Assignees subsequent to the Closing Date will be credited Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and Assignees agree to Seller at adjust such prorations promptly upon receipt by Assignor or Assignees, as the case may be, of such payments or of bills or other documentation setting forth the actual amount of such expenses. 6.4 Assignor and Assignees shall maintain and make available to each other any books or records necessary for the adjustment of any item pursuant to this Article. The provisions of this Article shall survive the Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. Prorations shall be made between Seller and Purchaser on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be paid, prorated, or prorated and adjusted between Seller and Purchaser as of the Closing Date in the manner hereinafter set forthDate, except as otherwise specified: (a) All real estate Taxes, as well as Taxes assessed on each Terminal Inventory, due and owing on or before 9.1 Rents paid for the month of Closing Date, all penalties and interest thereonby the Tenant under the Lease, and all special assessments affecting the Terminalsany other prepaid rents (collectively, whether payable in installments or not“Rent”), shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon based on the tax year respective number of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion days of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility ownership of Seller and Purchaser for such month. Any Rent due or past due under the portion Lease as of Closing shall be paid to Seller on Closing, and prorated if applicable. 9.2 To the extent not paid by directly by Tenant, the parties will coordinate to transfer billing for water, electricity, sewer, gas, telephone and other utilities charges as of the current Taxes allocable Closing Date, and/or prorate such items if such billing transfers cannot be accomplished on Closing. Any security deposits or similar items paid to utility providers by Seller shall remain the portion property of such year from the Closing Date to the end of such year shall be the responsibility of BuyerSeller. (c) Seller shall be responsible for 9.3 Real estate taxes paid during the cost of Terminals utilities up to year in which Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) All realty transfer fees, recording costs and transfer Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property will be shared equally by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract occurs shall be prorated as of the Closing Date upon on a cash, rather than accrual basis, based on the payment cycle established last ascertainable tax ▇▇▇▇ and such proration shall be final. 9.4 All unapplied balances of security deposits under such Non-Material or Revenue-Generating Contract so that the portion the amounts due Lease held by Seller from the beginning of such payment cycle to the Closing Date will shall be credited to Seller at Purchaser on Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties 9.5 Except as set forth in this Agreementabove, there shall be no prorations and all prorations shall be final.

Closing Adjustments. The following items shall be paid, prorated, or apportioned and adjusted between the Seller and the Buyer as of the Closing Transfer Date in and the manner hereinafter set forth: net amount (athe "Net --- Adjustment Amount") All real estate Taxesshown to be payable to the Seller or to the Buyer, as well as Taxes assessed on each Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not----------------- case may be, shall be paid on the Transfer Date, (a) if to the Seller, by adding the Net Adjustment Amount to the Buyer's Closing Payment, or (b) if to the Buyer, by adding the Net Adjustment Amount to the Seller's Closing Payment: (i) To the extent paid or payable by the Seller pursuant to the Lease (as allocable to the Branch space), real estate taxes and any other taxes (other than any sales or transfer taxes which shall be for the account of the Buyer as hereinafter provided) in full the nature thereof and constituting a lien upon the real property if not paid. If the amount of real estate taxes for the fiscal year during which the Transfer Date occurs is not known at the Transfer Date, such taxes shall be apportioned on the basis of the assessment for such period (or the assessment for the prior tax period if the assessment for the current tax period is not then known) and shall be reapportioned as soon as the actual tax rate is known. The Buyer agrees to pay any local or state transfer taxes and provide an appropriate return or form executed by Sellerthe Buyer, as may be required. (bii) Current real estate Taxes, assessments and charges shall be prorated Rents paid or payable by the Seller pursuant to the Lease (as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year Branch space). (iii) Fees relating to the Closing Date Purchased Assets and Assumed Liabilities for customary annual or other periodic licenses and permits for periods up to the Transfer Date. (iv) Water and sewer charges and rents inclusive of charges for hot and cold water and charges for steam, electricity and gas, if any (as allocable to the Branch space). (v) Rents paid or payable to the Seller pursuant to rental agreements between the Seller and renters of safe deposits boxes at the Branch. (vi) Insurance premiums paid or payable to the FDIC attributable to insurance coverage for deposit liabilities of the Branch (to the extent included as part of the Purchased Assets pursuant to Section 2.1 hereof). The Seller will endeavor to obtain final cut-off readings for water and utilities, if applicable, on the day before the Closing. The Seller shall pay the bills based on such readings promptly after the same are rendered. If arrangements cannot be made for such cut-off readings, the responsibility parties shall apportion the charges for such services on the basis of the ▇▇▇▇ therefor for the most recent billing period prior to the Closing, and the Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. (c) Seller shall be responsible for the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. promptly, and in any event within thirty (d30) Buyer shall bear and pay all title insurance premiums and charges. (e) All realty transfer feesdays after the Closing, recording costs and transfer Taxes associated readjust the apportionments in accordance with the conveyance of the Real Property, the Improvements and the Personal Property will be shared equally by both Partiesnext bills rendered. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Non-Material or Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items adjustments shall be paidmade at Closing: 4.7.1 General real estate taxes applicable to any of the Real Property due and payable in the year of Closing, proratedtogether with all special assessments payable therewith, or adjusted shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date in based upon a calendar fiscal year, with Seller paying amounts allocable to the manner hereinafter set forth:period on and prior to the Closing Date and Purchaser being responsible for amounts allocable subsequent thereto. (a) All 4.7.2 With respect to the Ground Leased Sites, any and all rents, additional rents, operating expenses, real estate Taxestaxes, and any other amounts owed or credited pursuant to the applicable ground leases for each of the Ground Leased Sites (collectively, the “Ground Leases”) shall be prorated between Seller and Purchaser on a daily basis as well as Taxes assessed on each Terminal Inventory, due and owing on or before of the Closing Date, all penalties with Seller retaining the charges and interest thereon, credits allocable to the period on and all special assessments affecting prior to the Terminals, whether Closing Date and Purchaser being responsible for the charges and credits allocable subsequent to the Closing Date. 4.7.3 Personal property taxes applicable to any of the Personal Property due and payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges the year of Closing shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date based upon the tax year of the applicable taxing authoritya calendar fiscal year, without regard to when said Taxes are payable, so that the portion of current Taxes with Seller paying amounts allocable to the period from the beginning of such year on and prior to the Closing Date and Purchaser being responsible for amounts allocable subsequent to the Closing Date. 4.7.4 Purchaser shall assume all special assessments (and charges in the nature of or in lieu of such assessments) due and payable with respect to the period following the Closing Date with respect to any of the Real Property. 4.7.5 Purchaser shall pay all sales tax due regarding this transaction. 4.7.6 Seller shall pay all state deed tax or any transfer taxes or fees regarding the Deeds to be delivered by Seller to Purchaser or the conveyance of the Real Property to Purchaser at Closing. Purchaser shall pay any mortgage registry tax or any similar taxes or fees regarding any mortgage(s) given by Purchaser on the Real Property in connection with this transaction. 4.7.7 Purchaser shall pay the cost of recording all documents, including the Deeds and Ground Lease Assignments. 4.7.8 Seller will pay all costs associated with the issuance of the Commitments. 4.7.9 Seller shall pay all premiums required for a standard owner’s title insurance policies, and Purchaser shall pay all premiums required any mortgagee’s title insurance policies and any extended owner’s title insurance coverage, including any endorsements issued in connection with such policies. 4.7.10 Seller and Purchaser shall each pay one half (1/2) of any Closing fee payable to Title Company with respect to the transaction(s) contemplated by this Agreement. 4.7.11 All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat and other services furnished to or provided for the each of the Properties paid by Seller shall be the responsibility of prorated between Seller and the portion Purchaser on a daily basis as of the current Taxes Closing Date, with Seller paying amounts allocable to the portion of such year from period on and prior to the Closing Date and Purchaser being responsible for amounts allocable subsequent to the end Closing Date. Seller agrees to have all meters with respect to any such utilities read as of such year shall be the responsibility of BuyerClosing Date. (c) 4.7.12 Seller shall be responsible for all leasing commission, tenant allowances, tenant improvement costs and free rent periods applicable to the cost of Terminals utilities up Leases (collectively, “Leasing Costs”), if any, for any Leases (including amendments, extensions or renewals thereof) executed prior to Closing the Effective Date, and Buyer Purchaser shall be responsible for such costs thereafterall Leasing Costs for Leases executed on or after the Effective Date; provided that Purchaser shall be responsible for Leasing Costs payable in connection with an extension and amendment of the Fairview Health Services Leases executed prior to the Effective Date if Purchaser has provided its prior approval to the material terms thereof (including the amount of the commissions payable in connection therewith) prior to the Effective Date. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) 4.7.13 All realty transfer fees, recording other operating costs and transfer Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property will be shared equally by both Parties. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Non-Material or Revenue-Generating Contract Properties shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date, with Seller paying amounts allocable to the period on and prior to the Closing Date and Purchaser being responsible for amounts allocable subsequent to the Closing. To the extent any operating expenses of the Properties (including real estate taxes and special assessments) are reimbursable by tenants under the Leases, Purchaser shall pay to Seller the amount of such operating expenses actually paid by Seller and reimbursable by tenants under the Leases but not yet reimbursed as of the Closing Date upon the payment cycle established under such Non-Material or Revenue-Generating Contract so that the portion the amounts due Seller as and when collected from the beginning applicable tenants following Closing. To the extent any reconciliation of operating expenses and other amounts payable by tenants under their Leases for the period prior to Closing results in amounts being due, reimbursed or credited to such payment cycle tenants, Seller shall reimburse Purchaser for such amounts within ten (10) business days of notice thereof from Purchaser. Notwithstanding the foregoing, to the extent Seller is aware as of the Closing Date of any overcharge to tenants for reimbursable expenses payable with respect to the period prior to Closing, Seller shall instead credit Purchaser for such amounts at Closing and Purchaser shall thereafter be responsible for reimbursing or crediting such amounts to the applicable tenants. Following Closing, Seller shall reasonably cooperate with Purchaser in the preparation of any required cost reconciliation with respect to the tenants under the Leases for periods prior to the Closing Date. 4.7.14 All rent and other charges payable by tenants under the Leases and collected by Seller shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date, with Seller retaining the charges, payments and credits allocable to the period on and prior to the Closing Date will be credited and Purchaser receiving the charges, payments and credits allocable subsequent to the Closing Date. If at Closing a tenant is delinquent in any payment required under its Lease for period prior to the Closing Date, then, to the extent Purchaser receives rent amounts from such tenants after Closing, Purchaser shall pay such amounts in excess of the rent and other amounts then owing to Purchaser to Seller within ten (10) business days of receipt. Purchaser shall use reasonable efforts to collect any such delinquent amounts. 4.7.15 Seller shall pay to Purchaser all security deposits under the Leases to the extent collected or held by Seller. 4.7.16 Except as expressly provided herein, Seller and Purchaser shall each pay its own attorneys’ fees incurred in connection with this transaction. 4.7.17 Seller shall be responsible for all brokerage fees and commissions payable to BMO Capital Markets and/or CBRE arising out of this Agreement and the transactions contemplated herein. 4.7.18 Purchaser shall be responsible for making any deposits required with utility companies from and after Closing. If any of the amounts under this Section 4.7 cannot be calculated with complete precision at Closing because the amount or amounts of one or more items included in such calculation are not then known, then such calculation shall be made on the basis of the reasonable estimates of Seller and Purchaser as soon as reasonably possible after the Closing but in no event later than ninety (90) days after Closing, subject to prompt adjustment (by additional payment or refund, as necessary) when the amount of any such item or items become known. This Section 4.7 shall survive Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.