Common use of Closing Costs and Prorations Clause in Contracts

Closing Costs and Prorations. Seller shall pay (a) all county and state transfer and conveyance taxes assessed in connection with the Closing and recording the Deed, and all recording costs for recordation of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year of Closing shall be prorated as of the date of Closing on a calendar year basis and shall be based on taxes coming due and payable in the calendar year of Closing. If the actual assessed value or tax rate for any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transaction.

Closing Costs and Prorations. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled Closing date in the form required by Section 5(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay (a) all county the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by ▇▇▇▇▇, and state transfer and conveyance taxes assessed the cost of any survey required in connection with the Closing same. Seller and recording the Deed, and all recording costs for recordation Buyer shall each pay one-half of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transactionescrow fees. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller Any real estate excise taxes shall be responsible paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and pay all past due personal property taxes at or prior to Closing. Taxes and installments of special assessments for payable in the year of Closing closing; collected rents on any existing tenancies; interest; utilities; and other operating expenses shall be prorated pro-rated as of the date of Closing on a calendar year basis and shall be based on taxes coming due and payable in the calendar year of Closing. If tenants pay any of the actual assessed value foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or tax rate mortgage reserves for any taxes or assessments are not known on assumed financing for which ▇▇▇▇▇ receives the date benefit after Closing. Buyer shall pay all costs of Closing, financing including the taxes shall be prorated based upon the most recently published tax rates and assessments premium for the Propertylender's title policy. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against If the Property due was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if anyrequired by state or local law. Other regular and customary costs and expenses related Buyer shall pay any sales or use tax applicable to the Property shall also be prorated based on transfer of personal property included in the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transactionsale.

Closing Costs and Prorations. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled closing date in the form required by Section 5(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay (a) all county the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and state transfer and conveyance taxes assessed the cost of any survey required in connection with the Closing same. Seller and recording the Deed, and all recording costs for recordation Buyer shall each pay one-half of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transactionescrow fees. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller Real estate excise taxes shall be responsible paid by the party who bears primary responsibility for payment under the applicable statute or code, which is typically Seller. Real and pay all past due personal property taxes at or prior to Closing. Taxes and installments of special assessments for payable in the year of Closing closing; collected rents on any existing tenancies; interest; utilities; and other operating expenses shall be prorated pro-rated as of closing. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. The real estate commission is due on closing or upon Seller’s default under this Agreement, whichever occurs first, and neither the amount nor due date of Closing on a calendar year basis and shall thereof can be based on taxes coming due and payable in the calendar year of Closingchanged without Listing Agent’s written consent. If the actual assessed value or tax rate for any Property was taxed under a deferred classification prior to closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or assessments are not known similar items which result from removal of the Property from the deferred classification. At closing, all refundable deposits on the date of Closing, the taxes tenancies shall be prorated based upon the most recently published credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall pay all sales or use tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior applicable to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment transfer of personal property included in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transaction.sale.‌‌

Closing Costs and Prorations. Seller shall deliver an updated rent roll to Escrow Agent before the scheduled Closing Date and any other information reasonably requested by Escrow Agent before the Closing Date to allow Escrow Agent to prepare a settlement statement for Closing. Seller and Buyer shall each pay their own legal fees and the fees of their own consultants. Seller shall pay (a) all county the premium for the owner's standard coverage Title Policy. Buyer shall pay any excess or additional premium attributable to any extended coverage policy of title insurance and state transfer any endorsements requested by Buyer and conveyance taxes assessed the cost of any survey required in connection with the Closing same. Seller and recording Buyer shall each pay one-half of the Deedescrow fees. Seller shall pay the real estate excise tax related to the sale of the Real Property in the amount required by applicable statute or code. Real and personal property taxes and assessments payable in the year of closing, collected rents on any existing tenancies, interest, utilities, and all recording costs for recordation other operating expenses shall be pro-rated as of Closing. If tenants pay any of the Deedforegoing expenses directly, then Escrow Agent shall only pro rate those expenses paid by Seller. Buyer shall pay all costs of financing including the Crane Easementpremium for the lender's title policy. If the Property was taxed under a deferred classification prior to Closing, and any easementsthen Seller shall pay all taxes, covenantsinterest, and restrictions contemplated under this Agreement penalties, deferred taxes or necessary to removesimilar items which result from removal of the Property from the deferred classification. At Closing, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policyall refundable deposits on tenancies, if any, necessary shall be credited to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee Buyer or delivered to Buyer for deposit in connection with this transactiona trust account if required by state or local law. Purchaser Buyer shall pay (i) any sales or use tax applicable to the cost transfer of personal property included in the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transactionsale. Seller All other costs shall be responsible allocated between Seller and Buyer in accordance with the customary practice in King County, Washington for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year of Closing shall be prorated as of the date of Closing on a calendar year basis and shall be based on taxes coming due and payable in the calendar year of Closing. If the actual assessed value or tax rate for any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transactioncommercial real estate transactions.

Closing Costs and Prorations. The following items will be prorated between Seller shall and Buyer at Closing of Title (and Buyer and Seller agree to pay their respective portions): (a) all county Real property taxes will be prorated between Seller and state transfer and conveyance taxes assessed in connection with Buyer as of the Closing Date, based upon the actual amount of taxes that are attributable to the Property for the year in which the closing occurs (even if payable, in whole or in part, in the following year) and, if the actual amount is not available, an estimate of the taxes based upon the best available information. If any prorations are based upon estimates, then re-prorations will be made post-closing when tax bills for the year in which the Closing Date occurs are received. Seller will be responsible for the payment of all real property taxes that are attributable to the period of time on and recording prior to the DeedClosing of Title, and Buyer will be responsible for the payment of all recording costs for recordation real property taxes that are attributable to the period of time after the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, Closing of Title. (b) With respect to any endorsements to special assessments, improvement district assessments, municipal assessment districts, and the Title Policy, if any, necessary to cure Title Objections, (c) like that are a financial obligation on the cost of preparation and recording Property or an owner of the PlatProperty (referred to collectively as "Property Assessments"), Buyer and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay Seller agree ,as follows: (i) the cost all Property Assessments that are collected as part of the Title Commitment real property taxes will be prorated as established above along with (and on the Title Policy, same basis as) the real property taxes; and (ii) all Property Assessments that are collected/paid separate from the cost real property taxes but that exist as of the Survey, Closing of Title also will be prorated in the same manner as real estate taxes. (i) All Property Assessments for Improvements which have been completed and confirmed prior to Closing shall be paid by Seller; (ii) all Property Assessments for Improvements which have been completed but not confirmed prior to Closing shall be paid by Seller or an amount reasonably calculated to pay the Property Assessment in full shall be withheld from the proceeds at Closing; and (iii) one half any unconfirmed Property Assessments for Improvements which have not been completed prior to Closing shall be paid by Buyer. (½d) All prepaid rents paid to Seller by Tenant for periods subsequent to the Closing of Title will be paid by Seller to Buyer at the Closing of Title or, alternatively, will be credited toward the payment of the Title Company’s closing fee in connection with this transactionPrice. Seller shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments All rental payments actually collected for the year of month in which the Closing shall Date occurs will be prorated as of the date Closing of Closing on a calendar year basis and shall Title. Seller will not be based on taxes coming entitled to any credit or payment for rents due and payable in unpaid as of the calendar year Closing of ClosingTitle. Buyer, after the Closing of Title, will use its good faith efforts to collect any past due rents and other damages that are owed to Seller from Tenant as of the Closing of Title, but Buyer's good faith efforts will not require it to incur any expense to collect past due rents and other damages. If Buyer collects any money from Tenant if, as of the actual assessed value Closing of Title, Tenant has past due rents, Seller agrees that the first money received by Buyer from Tenant will be applied to then-current rents and damages until all such amounts are fully paid, and subsequently, Buyer agrees to use good faith efforts to promptly remit to Seller any additional amounts collected from Tenant to tenant arrearages as of the Closing of Title. Seller acknowledges that Buyer will not be required to institute any litigation or tax rate for eviction proceedings or incur any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments cost to collect any arrearages owed to Seller. (e) All operating expenses for the PropertyProperty during the period of time prior to and including the Closing of Title will be paid by Seller. Should Seller appeal or begin Any bills for operating expenses that apply to the appeal process for any taxes or fees for any period of time period prior to the Closing, Closing of Title but are received by Seller shall or Buyer after the Closing of Title will be entitled to such funds should Seller’s appeal paid by Seller through the post-closing adjustment mechanism described below. Buyer will be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against operating expenses for the Property due prior to Closing, if anyincurred after the Closing Date. Other regular All utility deposits posted by Seller will remain the property of Seller and customary costs and expenses related to the Property shall also will not be prorated based on the date of Closing, including, without limitation, water, sewer, utility charges and other payablesprorated. To the extent appropriate for possible, utility prorations will be handled by meter readings on the adjustment day immediately preceding the Closing Date; otherwise, they will be based on prior months' bills and re-prorated on receipt of the foregoing actual bills. To the extent not prorated on the Closing Date, all operating expenses will be prorated and paid (adjusted), if applicable, under the post-closing adjustment mechanism established below. (f) Seller will pay all lease taxes and sales and use taxes for rents collected by Seller on and prior to the Closing of Title and past-due rents collected by Buyer after the Closing Date and remitted to Seller, and Buyer will pay all lease taxes and sales and use taxes for rents collected ands retained by Buyer subsequent to the Closing of Title. (g) All prorations will be made through the Closing Date (with the Seller being deemed the owner of the Property on Closing Date). (h) To the extent the items established above cannot be accurately prorated on the Closing Date, adjustments to the prorations will be made from time to time after the Closing of Title by Buyer and Seller directly to take account of final information as to taxes and other expenses estimated as of the Closing of Title or to adjust rents or expenses that were not included in the prorations done at the Closing of Title. Buyer or Seller, as applicable, will pay the other on demand all amounts as may be appropriate based on the post-closing adjustments, together with interest at l0% per annum on any amount due from the date of written demand if the amount remains unpaid more than 30 days after written demand. Adjustments to achieve prorations (other than prorations for taxes) must be demanded within 90 days after the requirements Closing of this Section 9Title, and adjustments to tax prorations must be demanded within 30 days after tax bills are received by both Buyer and Seller (Buyer and Seller each agreeing to provide the terms other with a copy of this Section 9 any property tax ▇▇▇▇ received by it) after the Closing Date. Adjustments to which either party may be entitled which are not demanded within the aforesaid time periods shall be deemed waived. These post-closing adjustment provisions (and the other provisions to which it applies) will survive the Closing. Each Party shall pay its own attorneys’ fees in connection with this transaction.

Closing Costs and Prorations. (a) Seller shall pay (a) all escrow and recording fees, all county and state city documentary transfer taxes applicable to this transaction, any fees or assessments due to any business park association, the cost of an ALTA standard coverage title policy insuring that Buyer holds fee title to the Real Property in the amount of the Purchase Price and conveyance taxes assessed of any endorsements required to remove exceptions to title that Seller previously committed to remove (including, without limitation, Required Corrections), and one-half of the customary closing costs and escrow fees of the Escrow Holder related to the transfer of the Property. Buyer shall pay any additional fees and costs related to ▇▇▇▇▇’s election to obtain extended coverage and any endorsements other than those to be paid by Seller in accordance with the preceding sentence, the cost of recording of the Deed, and one-half of the customary closing costs and escrow fees of the Escrow Holder related to the transfer of the Property. Except as otherwise provided in this Agreement, each party will be responsible for and bear all of its own costs and expenses incurred in connection with the Closing proposed purchase and recording the Deedsale, including without limitation, all accounting, legal, and all recording costs for recordation of the Deed, the Crane Easement, consultant fees and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, expenses. (b) any endorsements to Real property taxes and assessments on the Title Policy, Real Property and all utilities charges (if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year of Closing shall be prorated as of the date Closing (on the basis of Closing on a calendar year basis and shall be actual days elapsed) ​ based on taxes coming due and payable in upon the calendar year of Closinglatest available bill. If the actual assessed value or current tax rate for any taxes or assessments are bill is not known available at Closing, then the proration shall be made on the date basis of Closing, 110% of the most recent ascertainable tax assessment and tax rate. Any taxes paid at or prior to Closing shall be prorated based upon the most recently published tax rates amounts actually paid. If taxes and assessments for the Property. Should fiscal year in which Closing occurs or any prior years have not been paid before Closing, Buyer shall be credited by Seller appeal at the time of Closing with an amount equal to that portion of such taxes and assessments which are ratably attributable to the period before the Closing Date and Buyer shall pay (or begin cause to be paid) the appeal process for any taxes or fees for any time period and assessments prior to the Closing, Seller their becoming delinquent. All prorations pursuant to this subparagraph (b) shall be entitled subject to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment reconciliation as provided in full of all special assessments against Section 6.7 below which the Property due prior parties will endeavor to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on perform within thirty (30) days after the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate tax bill for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transactioncalendar year 2024 first becomes available.

Closing Costs and Prorations. A. Seller and Purchaser shall pay (a) all county and state transfer and conveyance taxes assessed in connection with the Closing and recording the Deed, and all recording costs for recordation of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) share equally the cost of preparation and recording of the Platescrow closing arrangements, and (d) one half (½) of including any escrow fees charged by the Title Company’s closing fee in connection with this transactionCompany and any state, local or county real or personal property transfer taxes relating to the transfer of real or personal property to Purchaser. Purchaser shall pay (i) the cost of recording the Title Commitment Deed. Except as otherwise specifically provided in this Agreement, each party shall bear its own costs in performing its obligations under this Agreement including, without limitation, its own attorneys' fees and, in the case of Purchaser, all costs and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee expenses in connection with this transactionits inspection of the Property as provided in Section 4 above. B. The following items are to be prorated or adjusted as of the end of the day ("Proration Date") immediately prior to the Closing Date: 1. Seller Rents, and other amounts owed under the Leases (regardless of whether or not such rent and other amounts have been paid to Seller), payments under Service Contracts assigned to Purchaser, personal property taxes, installment payments of special assessment liens (and Purchaser shall be responsible for and to pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for which are due after the year Proration Date), annual or periodic permit and/or inspection fees (calculated on the basis of the period covered), sewer charges and operating or utility charges actually collected, billed or paid as of the date of Closing shall be prorated as of the date Proration Date and be adjusted against the Cash Balance due at Closing, provided that within ninety (90) days after Closing, Purchaser and Seller will make a further adjustment for such rents, payments, taxes or charges which may have been incurred for the period of Closing on a time before Closing, but not billed or paid at that time. Promptly following the final determination of all percentage rents for calendar year basis 1996, Seller and Purchaser shall prorate percentage rents for calendar year 1996 by determining the percentage of total sales for the 1996 calendar year for tenants paying percentage rent that were generated during each party's ownership period in calendar year 1996 (the "Sales Ratio") and dividing the total percentage rent for calendar 1996 in accordance with the Sales Ratio. In the event monthly sales information is not available, Seller and Purchaser shall use a per diem calculation for purposes of such prorations. In addition, Seller or Purchaser may require a further adjustment of such rents, payments, taxes or charges following the end of calendar year 1996 after the actual amount of the applicable items becomes known and available. Rents and other amounts collected by Purchaser or its agent under any Lease after Closing attributable to the time period before Closing shall be based on paid to Seller; provided, however, that all rent collected by Purchaser shall be applied first to all unpaid rent accruing after the Proration Date. Purchaser shall not be obligated to take any legal steps to recover any rent arrearages, but shall in good faith attempt to collect such amounts but shall not be required to commence any legal proceedings in order to do so. 2. Non-delinquent real and/or personal property taxes coming due will be prorated as of the Proration Date using the most recent ascertainable tax bill therefor to estimate current tax▇▇. For purposes of such prorations, Seller and payable Buyer shall assume that 1996 real property taxes equal one hundred five percent (105%) of 1995 real estate taxes. Such taxes will be reprorated within ninety (90) days after the issuance of the actual tax bill, it being the intent of the part▇▇▇ that Seller be responsible for real estate (and personal property, if applicable) taxes for the Premises attributable to the period before Closing and Purchaser be responsible for the real estate (and personal property, if applicable) taxes for the Premises attributable to the period after Closing; provided, however, because Dominick's, Toys 'R' Us and Walgreens pay their respective portions of real estate taxes to the landlord in arrears, Seller and Purchaser shall not include such taxes in the calendar prorations at closing. Any refund of real estate or personal property taxes for the Premises attributable to the fiscal year of Closing. If in which the actual assessed value Closing takes place (or tax rate for any taxes or assessments are not known on the date of Closing, the taxes fiscal year prior to such year) shall be prorated based upon between the most recently published tax rates and assessments parties (to the extent paid by the parties) within thirty (30) days after such refund has been received by Seller or Purchaser, as the case may be after deducting any costs incurred in petitioning for the Propertytax reduction. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to receive the portion of such funds should Seller’s appeal be successful. Seller refund that pertains to the period of time prior to the date of Closing and Purchaser shall be solely and exclusively responsible for payment in full entitled to receive the portion of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related such refund that pertains to the Property shall also be prorated based on period of time after the date of Closing. 3. The full amount of security deposits paid under the Leases, includingwhich have not been applied by Seller shall be credited to Purchaser by application against the Cash Balance due at Closing. 4. Seller shall pay for (a) leasing commissions and tenant improvement costs currently due and owing in connection with all Leases entered into prior to the date of this Agreement ("Current Leases"), without limitation(b) any commissions arising out of the exercise by a Tenant prior to the Closing Date of an extension or expansion option contained in a Current Lease, waterand (c) any inducements to Tenants under Current Leases which are expressly payable prior to the Closing Date. Purchaser shall pay (in accordance with Section 3.B hereof) for all leasing commissions and tenant improvement costs in connection with any Leases entered into after the date hereof ("New Leases"). Purchaser shall additionally pay for all leasing commissions and tenant improvement costs in connection with the exercise by a Tenant on or after the Closing Date of an extension or expansion option contained in a Current Lease or a New Lease. 5. Where the Leases contain Tenant obligations for taxes, sewercommon area expenses, operating expenses or additional charges of any other nature, and where Seller shall have collected any portion thereof in excess of (or less than) amounts owed by Seller for such items for the period prior to the Proration Date, then there shall be an adjustment and credit given to Purchaser or Seller, as the case may be, on the Proration Date for such excess or deficiency in the amounts collected; provided, however, any amounts that must be refunded to tenants shall not be considered as having been collected. 6. Seller shall cause all the utility meters to be read on as close to the Proration Date as is practical and will be responsible for the cost of all utilities used prior to the Proration Date (and Purchaser will be responsible for the cost of all utilities used on and after the Proration Date), except to the extent such utility charges are billed to and other payables. To paid by Tenants directly. C. Notwithstanding anything to the extent appropriate contrary contained herein, at Seller's election, no prorations shall be made for the adjustment of the foregoing amounts any expense item that is required to achieve the requirements of this Section 9, be paid (or reimbursed) to Seller pursuant to the terms of this Section 9 the Leases. All prorations and Closing adjustments shall survive Closingbe made on the basis of a 365 day calendar year. Each Party All such prorations and adjustments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of such overpayment within thirty (30) days after receiving written demand therefor. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of two percent (2%) per annum over the "prime rate" announced from time to time by First National Bank of Chicago at its own attorneys’ fees main branch in connection with this transactionChicago, Illinois, from the Proration Date to the date of payment if payment is not made within thirty (30) days after receipt of a bill therefor. Notwithstanding the foregoin▇, ▇uch apportionments shall be deemed final and not subject to further post-Closing adjustment, except for reproration of real estate (and personal property, if applicable) taxes or tax refunds as provided above, if no such adjustments have been requested within ninety (90) days after the end of calendar year 1996.

Closing Costs and Prorations. Seller A. The cost of all documentary stamps, recordation taxes and transfer taxes, relating to the conveyance of the Property shall be paid by Buyer; provided, however, that if the Property is improved residential real property, and if Buyer is a first time Maryland homebuyer as defined in MD Tax Property Code §13-203(b), as from time to time amended, who will occupy the Property as Buyer's personal residence, then Owner shall pay (a) all county and the such portion of the state transfer and conveyance taxes assessed in connection with tax to the Closing and recording the Deed, extent required by law. Any and all recording other costs of settlement, including, but not limited to, fees or costs for recordation of the Deedtitle examination, the Crane Easementtitle insurance, recording fees, notary fees and any easementslien and judgment reports shall be paid by Buyer. Except as otherwise specifically provided in this Agreement, covenants, and restrictions contemplated each party shall bear its own costs in performing its obligations under this Agreement including, without limitation, its own attorneys' fees. B. The following items pertaining to the Property are to be prorated or necessary to removeadjusted in accordance with Exhibit A, correct“Advertisement”, and thereafter assumed by Buyer: any ground rent, special assessment liens, sewer charges, and operating or utility charges actually collected, billed, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year of Closing shall be prorated paid as of the date of Closing; real property taxes; utilities; rental, additional rental and any other charges under all leases; and any other items expressly provided to be adjusted in Exhibit A. All pro-rations and Closing on a calendar year basis and adjustments shall be based made on taxes coming due the basis of a 365-day calendar year. All such pro-rations and payable adjustments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments. The party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of such overpayment within thirty (30) days after receiving written demand therefore. Rents received from tenants at the Property after Closing shall be applied first on account of rent due for the month in which the Closing shall have occurred, or the immediately preceding calendar year of month. Additional sums received shall be next applied to rents due for periods after the Closing until current, and any remaining sums received shall be applied thereafter to amounts due for periods preceding the Closing. If Owner reserves the actual assessed value or tax rate for right to receive from Buyer all rentals received after Closing and applicable to periods preceding the Closing together with refunds received after the Closing of any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due sums paid by Owner prior to Closing. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustment if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive no such adjustments have been requested within ninety (90) days after Closing. Each Party The foregoing provisions shall pay its own attorneys’ fees expressly survive the Closing. C. All security deposits held by Owner, and any interest as may be accrued thereunder in connection accordance with this transactionthe terns of any leases, shall be delivered by Owner to Buyer at Closing.

Closing Costs and Prorations. Purchaser and Seller shall pay hereby covenant and agree that: (a) Seller shall bear (A) all county costs of Title Commitment and state transfer Title Policy (including extended coverage but excluding any additional endorsements that Purchaser may require), (B) one-half (1/2) of the normal and conveyance taxes assessed customary costs relating to the Title Company acting as escrow agent, (C) the cost to record the Deed and any releases relating to Seller’s obligations, (D) the cost to update the Existing Survey if required by the Title Company to delete the survey exception, and (E) attorney’s fees incurred by Seller pertaining to or arising out of the negotiation and consummation of the sale and purchase of the Property under this Agreement. (b) Purchaser shall bear (A) all costs, fees or expenses pertaining to or arising out of any financing, if any, obtained by Purchaser in connection with the Closing and recording the Deed, and all recording costs for recordation acquisition of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title PolicyProperty pursuant hereto, if any, necessary (B) one-half (1/2) of the normal and customary costs relating to cure the Title ObjectionsCompany acting as escrow agent, (C) the cost to record any documents other than the Deed, (D) any endorsements Purchaser or its lender shall require, and (E) attorney’s fees incurred by Purchaser pertaining to or arising out of the negotiation and consummation of the sale and purchase of the Property under this Agreement. (c) All rentals and other amounts due under the cost of preparation Lease and recording of the Plat, and (d) one half (½) of the Title Companyany other proratable items not paid by Tenant under Tenant’s closing fee in connection with this transaction. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year of Closing lease shall be prorated as of the date Closing Date. Security deposits, advance rentals, and the amount of any future lease payments, rents, or credits under the Lease shall be credited to Purchaser on the Closing on a calendar year basis Date. (d) All ad valorem real estate taxes are paid annually by the tenant pursuant to the Lease and shall be based on taxes coming due and payable in the calendar year of Closing. If the actual assessed value or tax rate for any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates at Closing. (e) All documentary, stamp costs, and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due prior to Closingtransfer taxes, if any. Other regular , shall be paid by Seller and customary costs and expenses related to the Property shall also be prorated based Purchaser on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transactionan equal basis.

Closing Costs and Prorations. Seller Costs incidental to the Closing shall be paid as follows: 7.1 American shall pay (a) all county and state transfer and conveyance taxes assessed in connection costs associated with the Closing and recording the Deed, and all recording costs for recordation of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection otherwise associated with this transaction. Purchaser shall pay (i) , other than the cost fees of the Title Commitment Associates' counsel and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year of Closing shall be prorated as of the date of Closing on a calendar year basis and shall be based on taxes coming due and payable in the calendar year of Closing. If the actual assessed value or tax rate for any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on the date of Closingother consultants, including, without limitation, waterthe premium for the Title Policy, sewerall fees of the Escrow, utility charges transfer taxes, survey costs, and other payables. To recording fees. 7.2 Real estate taxes and rents actually received will be prorated at Closing to the extent appropriate of cash on hand. In addition, to the extent of cash on hand, Associates will deliver to American at Closing any and all Tenant Deposits. Otherwise, there shall be no prorations of any kind (nor shall there be any re-prorations after the Closing regardless of any errors) and Associates shall have no obligation to pay any additional amounts to American, whether or not any such amounts are delinquent; provided, however, that any rents or other receivables actually received by Associates after Closing shall be promptly remitted to American regardless of whether the rent or receivable received was for a period prior to or after the Closing and any rents or other receivables actually received by American after Closing shall be retained by American (and shall not be remitted to Associates) regardless of whether the rent or receivable received was for a period prior to or after the Closing. Associates shall pay all remaining cash on hand at Closing to TIAA (subject to the terms and conditions of that certain Cash Holdback Agreement between Associates and TIAA), and American shall not be entitled to receive any of such cash, except as provided in the Loan Purchase Agreement (which shall not involve Associates), regardless of the existence of outstanding claims and bills (provided, however, that Associates shall continue to pay prior to Closing any such claims and bills received by Associates prior to Closing in the same manner as claims and bills were paid prior to the date hereof). Associates shall have no right to attempt to collect, in any manner whatsoever, any rents or receivables which were past due or delinquent at Closing (the right to collect such amounts to be assigned to American at Closing) and Associates hereby agrees to cooperate with American (at no cost to Associates) in its efforts to collect any such amounts. Notwithstanding the foregoing, to the extent Associates, American and/or TIAA actually receive any refunds for real estate taxes paid with respect to the Property for the adjustment tax years 1990 through 1999, and to the extent such refunds actually received are not required to be remitted to tenants of the foregoing amounts Property under their leases or paid to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees attorneys in connection with this transactionthe legal actions commenced to obtain such refunds (the amount of any such remittances and/or payments to be reasonably approved by Associates or TIAA, as applicable, prior to any such remittance and/or payment), such refunds actually received, to the extent related to the tax years 1990 through 1997, shall be delivered to Associates or retained by Associates, as the case may be, such refunds actually received, to the extent related to the tax year 1998, shall be delivered to TIAA or retained by TIAA, as the case may be, or such refunds actually received, to the extent related to the tax year 1999, shall be delivered to American or retained by American, as the case may be, and prorated between American and TIAA. American shall, at the reasonable request of Associates and/or TIAA, execute (either alone or with Associates and/or TIAA) and deliver to Associates and/or TIAA any and all additional instruments and documents (provided that such instruments and documents shall impose no liability or risk on American) which from time to time may be necessary or desirable to obtain refunds for real estate taxes paid with respect to the Property for the tax years 1990 through 1999.

Closing Costs and Prorations. Seller shall deliver an updated rent roll, if applicable, to Closing Agent not later than two (2) days before the scheduled Closing Date in the form required by Section 23(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay (a) all county the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by ▇▇▇▇▇, and state transfer and conveyance taxes assessed the cost of any survey required in connection with the Closing same. Seller and recording the Deed, and all recording costs for recordation Buyer shall each pay one-half of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transactionescrow fees. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller Any real estate excise taxes shall be responsible paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and pay all past due personal property taxes at or prior to Closing. Taxes and installments of special assessments for payable in the year of closing; collected rents on any existing tenancies; expenses already incurred by Seller that relate to services to be provided to the Property after the Closing Date; interest; utilities; and other operating expenses shall be prorated pro- rated as of Closing. Seller will be charged and credited for the date amounts of all of the pro-rated items relating to the period up to and including 11:59 pm Pacific Time on the day preceding the Closing Date, and Buyer will be charged and credited for all of the pro-rated items relating to the period on a calendar year basis and after the Closing Date. If tenants pay any of the foregoing expenses directly, then Closing Agent shall be based on taxes coming due and payable in only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits for which Buyer receives the calendar year of benefit after Closing. If the actual assessed value or tax rate for any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due was taxed under a deferred classification prior to Closing, if any. Other regular and customary costs and expenses related to then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property shall also be prorated based on from the date of deferred classification. At Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees deposit in connection with this transactiona trust account if required by state or local law.

Closing Costs and Prorations. (a) Purchaser shall pay Purchaser’s Costs and Seller shall pay (a) all county and state transfer and conveyance taxes assessed in connection with the Closing and recording the Deed, and all recording costs for recordation of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, Seller’s Costs. (b) any endorsements All costs of recording the Deed and the filing of Purchaser’s Sales Disclosure Form shall be payable by Purchaser. If Seller fails to sign Purchaser’s Sales Disclosure Form and signs a separate counterpart one, Seller shall pay the Title Policy, if any, necessary to cure Title Objections, cost of filing its separate counterpart sales disclosure form. (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller Each party shall be responsible for its own attorneys’ and other consultants’ fees and expenses. (d) All taxes and assessments for the Real Property (“Taxes and Assessments”) due and payable during any prior calendar year and remaining unpaid (including all penalties), shall be paid by Seller, and all Taxes and Assessments for such Real Property due and payable during the current calendar year shall be prorated between Seller and Purchaser on a calendar year basis as of the day immediately prior to Closing and Purchaser shall receive a credit at Closing therefor; provided, however, Seller shall pay all penalties due and owing on any delinquent Taxes and Assessments. Purchaser shall assume and pay all past Taxes and Assessments due taxes at or prior to and payable after Closing. If the tax rate for taxes assessed in the current year has not been determined at the closing of the transaction, said rate shall be assumed to be one hundred percent (100%) of the prior year for the purpose of such proration and credit for due but unpaid taxes. There shall be no adjustments after Closing for any such prorations. In the event Purchaser shall appeal any of the Taxes and installments Assessments paid by Seller on or before Closing or credited to Purchaser at Closing as provided in this subsection (d), any portion of special assessments the refund for for such Taxes and Assessments, less Purchaser’s attorneys’ or consultants’ fees (allocated and prorated by Purchaser), shall be reimbursed to Seller. Seller understands and agrees that Purchaser is under no obligation to appeal the year Taxes and Assessments. (e) All utility charges payable with respect to the Property which are due and owing as of the Agreement Date, the Closing Date or after the Closing Date shall be paid by Purchaser. The obligations contained in this paragraph 13(e) shall survive Closing as Surviving Obligations. (f) Any other matters customarily prorated at Closing shall be prorated between the parties as of the date of Closing on Closing, in accordance with customary practices for commercial real estate in Indiana. (g) If as a calendar year basis and result of such prorations a net amount is owed by Seller to Purchaser, such amount shall be based on taxes coming due and credited against the portion of the Purchase Price payable in the calendar year of Closing. If the actual assessed value or tax rate for any taxes or assessments are not known on the date of cash at Closing, the taxes and if a net amount is owed by Purchaser to Seller, such amount shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior added to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment portion of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Purchase Price payable in cash at Closing. . (h) Each Party party shall pay its own attorneys’ fees in connection with this transactionone-half of the Escrow Agent’s and Title Company’s escrow and closing fees.

Closing Costs and Prorations. A. Seller and Purchaser shall pay (a) share equally the cost of the escrow closing arrangements. Any state, local or county real or personal property transfer taxes relating to the transfer of real or personal property to Purchaser shall be shared equally by Seller and Purchaser. Except as otherwise specifically provided in this Agreement, each party shall bear its own costs in performing its obligations under this Agreement including, without limitation, its own attorneys' fees and, in the case of Purchaser, all county costs and state transfer expenses in connection with its inspection of the Property as provided in Section 4 above and conveyance taxes assessed all costs and expenses in connection with the Closing and recording the Deed, and all recording costs for recordation Owner's Policy of Title Insurance as provided in Section 6 above. B. The following items are to be prorated or adjusted as of the DeedProration Date: 1. Rents and other amounts owed under the Leases actually received by Seller, the Crane Easementpayments under Service Contracts assigned to Purchaser, personal property taxes, installment payments of special assessment liens (and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller shall be responsible for and to pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for which are due after the year Proration Date), sewer charges and operating or utility charges actually collected, billed or paid as of the date of Closing shall be prorated as of the date Proration Date and be adjusted against the Cash Balance due at Closing, provided that within ninety (90) days after Closing, Purchaser and Seller will make a further adjustment for such rents, payments, 15 taxes or charges which may have been incurred for the period of Closing on time before Closing, but not billed or paid at that time. In addition, Seller may require a further adjustment of such rents, payments, taxes or charges following the end of calendar year basis 1996 after the actual amount of the applicable items becomes known and available. Rents and other amounts collected by Purchaser or its agent under any Lease after Closing attributable to the time period before Closing shall be based on paid to Seller. 2. Non-delinquent real and/or personal property taxes coming due will be prorated as of the Proration Date using the most recent ascertainable tax bill ▇▇▇refor. Such taxes will be reprorated within ninety (90) days after the issuance of the actual tax bill, ▇▇ being the intent of the parties that Seller be responsible for real estate (and payable in personal property, if applicable) taxes for the calendar year of Premises attributable to the period before Closing and Purchaser be responsible for the real estate (and personal property, if applicable) taxes for the Premises attributable to the period after Closing. If Any refund of real estate or personal property taxes for the actual assessed value Premises attributable to the fiscal year in which the Closing takes place (or tax rate for any taxes or assessments are not known on the date of Closing, the taxes fiscal year prior to such year) shall be prorated based upon between the most recently published tax rates and assessments for parties within thirty (30) days after such refund has been received by Seller or Purchaser, as the Propertycase may be. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to receive the portion of such funds should Seller’s appeal be successful. Seller refund that pertains to the period of time prior to the date of Closing and Purchaser shall be solely and exclusively responsible for payment in full entitled to receive the portion of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related such refund that pertains to the Property shall also be prorated based on period of time after the date of Closing. 3. The full amount of security deposits paid under the Leases, including, without limitation, water, sewer, utility charges and other payableswhich have not been applied by Seller shall be credited to Purchaser by application against the Cash Balance due at Closing. 4. To the extent appropriate Seller shall pay for the adjustment Leasing Costs currently due and owing in connection with all Leases entered into prior to the date of this Agreement ("Current Leases"). Purchaser shall pay (a) all Leasing Costs arising out of the foregoing amounts to achieve exercise by a tenant after the requirements date of this Agreement and prior to the date of Closing of an extension or expansion option (or the failure of a tenant to exercise a cancellation option) contained in a Current Lease, (b) all Leasing Costs in connection with any Leases entered into after the date hereof in accordance with Section 93.B hereof ("New Leases"), and (c) all Leasing Costs in connection with the exercise by a tenant on or after the date of Closing of an extension or expansion option (or the failure of a tenant to exercise a cancellation option) contained in a Current Lease or a New Lease. Purchaser shall have five (5) business days following written notice from Seller to approve or disapprove, in writing, any proposed exercise of any extension or expansion option under any Current Lease after the date of this Agreement and prior to the date of Closing. In the event Purchaser fails to approve or disapprove, in writing, any such extension or expansion within said five (5) day period, Purchaser shall be deemed to have approved such extension or expansion. In the event Purchaser disapproves such extension or expansion within said five (5) day period, Seller shall have the option to permit such tenant to exercise such extension or expansion option; however, Purchaser shall have no obligation to pay any Leasing Costs in connection therewith. 16 C. Notwithstanding the foregoing, at Seller's election, no prorations shall be made for any expense item that is required to be paid (or reimbursed to Seller) pursuant to the terms of this Section 9 the Leases. All prorations and Closing adjustments shall survive Closingbe made on the basis of a 366 day calendar year. Each Party All such prorations and adjustments shall pay its own attorneys’ fees be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the party receiving more than it was entitled to hereunder shall reimburse the other party hereto in connection with this transactionthe amount of such overpayment within thirty (30) days after receiving written demand therefor. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustment, except for reproration of real estate (and personal property, if applicable) taxes or tax refunds as provided above, if no such adjustments have been requested within ninety (90) days after the end of calendar year 1996. Seller shall obtain utility prorations as close to the date of Closing as practical.

Closing Costs and Prorations. Seller shall (A) Buyer will pay (a1) all county and state transfer and conveyance taxes assessed in connection with one-half of any escrow fee charged by the Closing and Title Agent, (2) the cost of recording the Deed, and all (3) the costs of recording costs for recordation documentation associated with Buyer’s financing of the Deed, purchase of the Crane EasementProperty, and (4) the entire costs of any easementsloan policy of title insurance and any endorsements or other modifications to the Title Policy or the loan policy of title insurance, covenantsif any. Seller will pay (1) one- half of any escrow fee charged by the Title Agent, and restrictions contemplated under this Agreement or (2) the cost of all documentation necessary to remove, correct, evidence the cancellation or remedy, the Title Objections which satisfaction of any liens Seller is obligated to resolve, (b) any endorsements remove and other items Seller has committed in writing to the Title Policy, if any, necessary to remove or cure Title Objections, (c) the cost of preparation and recording of the Platas provided in Section 6(C), and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i3) the entire cost of the Title Commitment and basic premium for the Title Policy, Policy for coverage in the amount of the Purchase Price and (ii4) the entire cost of the Updated Survey. ▇▇▇▇▇ and Seller each will pay their own respective attorneys’ fees. Other costs will be paid by Seller or Buyer, as applicable, as specified by other provisions of this Agreement or, if no provision is made in this Agreement, in accordance with local custom. (B) Seller and (iii) one half (½) Buyer will prorate, effective as of 11:59 p.m. Austin, Texas time on the day immediately preceding the Closing Date, all collected Rents and expenses of operation of the Title Company’s closing fee in connection with this transactionProperty (including utilities, property taxes and assessments), except for insurance premiums. Seller shall To the extent possible, utility prorations will be responsible handled by meter readings on the day immediately preceding the Closing Date. Amounts allocable to the Closing Date will be for and pay all past due taxes the account of Buyer. If, at the time of Closing, the tax rate or prior to Closing. Taxes and installments the assessed valuation of special assessments the Property for the year of Closing is not yet known, the apportionment of taxes will be based upon the taxes calculated on the amount of the Purchase Price as the market or assessed value. If any expenses (other than taxes) cannot be determined finally as of Closing, such expense will be prorated on the best available information. Adjustments to the prorations will be made from time to time after Closing to take account of final information as to expenses estimated as of Closing or to adjust Rents or expenses that were not included in the prorations done at the Closing, and Buyer or Seller, as applicable, will pay the other on demand such amounts as may be appropriate based on such adjustments. Any re-proration of expenses must be completed within ninety (90) days after Closing or, in the case of taxes, within thirty (30) days after the invoice for taxes for the year of the Closing is received, and except as provided in Section 8(C), neither Buyer nor Seller will be entitled to request a payment on account of re- prorations after either such applicable date. The provisions of this Section shall survive Closing. (C) Rents delinquent as of Closing will not be prorated. Rents collected after Closing by Buyer shall be applied (i) first, to Rents attributable to the periods after Closing, (ii) second, to Rents attributable to the month during which Closing occurs (and shall be allocated between Buyer and Seller as if the same had been prorated as of Closing) and (iii) finally, to Rents attributable to the date periods before the month during which Closing occurs. For a period of ninety (90) days following the Closing Date, Buyer shall use commercially reasonable efforts to collect any rental payments past due as of Closing on a calendar year basis or due subsequent to Closing for any periods prior to Closing, from tenants who were tenants as of the Closing; provided, however, Buyer shall not be required to institute any legal action against any tenant. Buyer shall have no responsibility to make any payment to Seller except as to sums actually collected and received by ▇▇▇▇▇ and shall have no liability for failure to collect any sums so long as Buyer complies with this Section. If following the Closing, Seller receives any Rents attributable to periods on and after the Closing Date, Seller shall promptly remit such Rents no later than ten (10) days after receipt by Seller. In no event shall Seller be based on taxes coming due and payable entitled to bring suit against any tenant to collect delinquent rentals or attempt to evict any tenant under the Leases after Closing. The provisions of this Section shall survive Closing. (D) Buyer will be entitled to a credit through the Closing escrow for all cash security deposits, “net lease” deposits or escrows (such as for taxes, insurance, utilities or common area maintenance), or other deposits or escrows of any kind whatsoever under the Leases, not heretofore forfeited, credited or returned to the tenants, as may be more particularly described in the calendar year Rent Roll (the “Security Deposits”) and advance payments of ClosingRent held by Seller as of the Closing and Seller shall retain said amounts. If For sake of clarity, the actual assessed value or tax rate for any taxes or assessments credits to which ▇▇▇▇▇ is entitled through the Closing escrow include, but are not known on limited to, a Security Deposit in the date amount of Closing$467,575 and prepaid rent in the amount of $155,858 under the Hippo Lease. (E) Recoveries from utility expense reimbursements payable by tenants pursuant to Leases, the taxes regardless of whether they are collected by Seller or Buyer (or their third-party billing company), shall be prorated based upon upon, and shall relate back to, the most recently published tax rates and assessments months in which the billed utility expenses were incurred. For up to one hundred twenty (120) days following the Closing Date, Buyer shall be obligated to continuously bill tenants for utility reimbursements on a monthly basis. Despite the Property. Should Seller appeal or begin foregoing provisions of this sub-section, in the appeal process event that there is a ratio utility billing system of any kind whatsoever (“RUBS”) applicable to the Office Building Development for any taxes of the following categories of utilities and other reimbursements: (i) electricity, (ii) gas, (iii) water, (iv) sanitary sewer, (v) trash, (vi) pest control or fees for any time period (vii) other reimbursements, then the amount of RUBS attributable to the uncollected or trailing collections of up to two (2) calendar months prior to Closing will be reflected as a credit to Seller at Closing and will be calculated for closing purposes on the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated uncollected or trailing collections monthly periods based on the date of Closing, including, without limitation, water, sewer, utility charges and other payablesmonthly average actual trailing RUBS for six (6) months prior to Closing according to the income or operating statements provided by Seller to Buyer. To the extent appropriate for the A subsequent cash adjustment of RUBS between Seller and Buyer will be made when actual figures are available, but in all events within one hundred fifty (150) days after the foregoing amounts Closing Date and Seller and Buyer each agree to achieve provide the requirements other such information as the other may reasonably request regarding RUBS and the billing, collection, and payment thereof. The provisions of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ . (F) Seller and Buyer will prorate, effective as of 11:59 p.m. Austin, Texas time on the day immediately preceding the Closing Date, all advances, bonus payments, “door fees” or other up-front fees or payments of any kind whatsoever due or payable after the Effective Date or, if paid in connection with this transactionadvance or for a period extending after the Closing Date, prorated on a straight-line basis over the term of the applicable agreement, under any leases, cable television or internet agreements or similar contracts or agreements to be assumed by Buyer hereunder.

Closing Costs and Prorations. Seller shall pay (a) all county and state transfer and conveyance taxes assessed in connection with the Closing and recording the Deed, and all recording costs for recordation of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) 100% of the cost costs of transfer taxes imposed by Santa ▇▇▇▇▇ County and 50% of the costs of transfer taxes imposed by the City of San ▇▇▇▇ in connection with the transfer of the Property; (ii) 100% of the Escrow Agent’s escrow fee; (iii) the premium for the CLTA portion of the Title Commitment Policy; and (iv) any additional costs and charges customarily charged to sellers of real property in accordance with common escrow practices in Santa ▇▇▇▇▇ County, California, other than those costs and charges specifically required to be paid by Buyer hereunder. (b) Buyer shall pay: (i) 50% of the Title Policy, costs of transfer taxes imposed by the City of San ▇▇▇▇ in connection with the transfer of the Property; (ii) the cost premium for the ALTA portion of the Survey, Title Policy and the costs of any endorsements Buyer may require and all costs of re-insurance and co-insurance; and (iii) one half (½) of any additional costs and charges customarily charged to buyers in accordance with common escrow practices in Santa ▇▇▇▇▇ County, California, other than those costs and charges specifically required to be paid by Seller hereunder. In addition to the Title Company’s closing fee foregoing, Buyer shall be solely responsible for any costs incurred in connection with this transaction. Seller Buyer’s due diligence investigations of the Property, including physical inspections, survey updates and costs and expenses incurred in connection with any financing desired to be obtained by Buyer. (c) Each party shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year costs of Closing shall be prorated their respective counsel in connection with the Closing. (d) Seller and Buyer agree to adjust, as of the date of Closing on a calendar year basis and shall be based on taxes coming due and payable in the calendar year of Closing. If the actual assessed value or tax rate for any taxes or assessments are not known 11:59 pm (Pacific Time) on the date of Closingday immediately preceding the Closing Date, all revenue and expenses relating to the Property (the “Proration Items”) including real estate taxes shall be prorated based upon the most recently published tax rates and assessments for (including any adjustments to real estate taxes and assessments and refunds of any payments thereof that are made following the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any Closing but relate to periods of time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due prior to Closing, if anywhich obligation will survive the Closing). Other regular Notwithstanding the foregoing, the parties acknowledge that, pursuant to the Leaseback Lease, Seller shall continue to be responsible for real estate taxes and customary costs operating expenses for the Property solely for and during the term of the Leaseback Lease and, accordingly, real estate taxes and operating expenses related shall not be prorated under this Agreement at Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including 11:59 pm (Pacific Time) on the day immediately preceding the Closing Date, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Closing Date. The preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by the Title Company and submitted to Buyer for Buyer’s reasonable approval at least two Business Days prior to the Closing Date (the “Closing Statement”). Notwithstanding the foregoing, Buyer acknowledges that Seller is pursuing a personal and real property tax reduction with respect to the Property dating back to tax year 2009, and Buyer agrees that any refund issued in connection therewith, regardless of the date issued or the party to whom such refund is issued, shall also be prorated based the property of Seller. For purposes of calculating prorations, Buyer shall be deemed to hold title to the Property and be entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment basis of the foregoing amounts actual number of days of the month that shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a 365-day year. Such prorations shall be initially performed by Seller and Buyer pursuant to achieve the requirements Closing Statement, but shall be subject to adjustment in cash after the Closing outside of this Section 9escrow as and when complete and accurate information becomes available, if such information is not available at the terms of this Section 9 Closing provided that Seller and Buyer shall survive cooperate to make such adjustments no later than 60 days after the Closing. Each Party shall pay its own attorneys’ fees in connection with this transaction.

Closing Costs and Prorations. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled closing date in the form required by Section 5(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay (a) all county the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by ▇▇▇▇▇, and state transfer and conveyance taxes assessed the cost of any survey required in connection with the Closing same. Seller and recording the Deed, and all recording costs for recordation Buyer shall each pay one-half of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transactionescrow fees. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller Real estate excise taxes shall be responsible paid by the party who bears primary responsibility for payment under the applicable statute or code, which is typically Seller. Real and pay all past due personal property taxes at or prior to Closing. Taxes and installments of special assessments for payable in the year of Closing closing; collected rents on any existing tenancies; interest; utilities; and other operating expenses shall be prorated pro-rated as of closing. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which ▇▇▇▇▇ receives the benefit after closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. The real estate commission is due on closing or upon Seller’s default under this Agreement, whichever occurs first, and neither the amount nor due date of Closing on a calendar year basis and shall thereof can be based on taxes coming due and payable in the calendar year of Closingchanged without Listing Agent’s written consent. If the actual assessed value or tax rate for any Property was taxed under a deferred classification prior to closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or assessments are not known similar items which result from removal of the Property from the deferred classification. At closing, all refundable deposits on the date of Closing, the taxes tenancies shall be prorated based upon the most recently published credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall pay all sales or use tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior applicable to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment transfer of personal property included in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related to the Property shall also be prorated based on the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transaction.sale.‌‌

Closing Costs and Prorations. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled Closing Date in the form required by Section 24(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay (a) all county the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by ▇▇▇▇▇, and state transfer and conveyance taxes assessed the cost of any survey required in connection with the Closing same. Seller and recording the Deed, and all recording costs for recordation Buyer shall each pay one-half of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transactionescrow fees. Purchaser shall pay (i) the cost of the Title Commitment and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller Any real estate excise taxes shall be responsible paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and pay all past due personal property taxes at or prior to Closing. Taxes and installments of special assessments for payable in the year of closing; collected rents on any existing tenancies; expenses already incurred by Seller that relate to services to be provided to the Property after the Closing Date; interest; utilities; and other operating expenses shall be prorated pro-rated as of the date of Closing on a calendar year basis and shall be based on taxes coming due and payable in the calendar year of Closing. Seller will be charged and credited for the amounts of all of the pro-rated items relating to the period up to and including 11:59 pm Pacific Time on the day preceding the Closing Date, and Buyer will be charged and credited for all of the pro-rated items relating to the period on and after the Closing Date. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which ▇▇▇▇▇ receives the benefit after Closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. If the actual assessed value or tax rate for any taxes or assessments are not known on the date of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closing, Seller shall be entitled to such funds should Seller’s appeal be successful. Seller shall be solely and exclusively responsible for payment in full of all special assessments against the Property due was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if anyrequired by state or local law. Other regular and customary costs and expenses related Buyer shall pay any sales or use tax applicable to the Property shall also be prorated based on transfer of personal property included in the date of Closing, including, without limitation, water, sewer, utility charges and other payables. To the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transactionsale.

Closing Costs and Prorations. A. Seller shall pay (a) all county and state transfer and conveyance taxes assessed in connection with the Closing and recording the Deed, and all recording costs for recordation of the Deed, the Crane Easement, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Policy, if any, necessary to cure Title Objections, (c) the cost of preparation and recording of the Plat, and (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) share equally the cost of the Title Commitment escrow closing arrangements. Seller shall pay the State of Illinois and ▇▇▇▇ County real estate transfer tax related to the Title Policy, (ii) the cost sale of the SurveyPremises, and (iii) one half (½) Purchaser shall pay the City of Chicago real estate transfer tax related to the sale of the Title Company’s closing fee Premises. Except as otherwise specifically provided in this Agreement, each party shall bear its own costs in performing its obligations under this Agreement including, without limitation, its own attorneys' fees and, in the case of Purchaser, all costs and expenses in connection with its inspection of the Property as provided in Section 4 above. All covenants and obligations contained in this transactionSection 9 shall survive the Closing in accordance with the terms hereof. B. The following items are to be prorated or adjusted as of the Proration Date: 1. Seller Rents, percentage rents (if any) and other amounts owed under the Leases actually received by Seller, rent, percentage rent (if any) and other payments under the Ground Lease, payments under Service Contracts assigned to Purchaser, installment payments of special assessment liens (and Purchaser shall be responsible for and to pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for which are due after the year Proration Date), sewer charges and operating or utility charges actually collected, billed or paid as of the date of Closing shall be prorated as of the date Proration Date and be adjusted against the Cash Balance due at Closing, provided that within a reasonable time after Closing, Purchaser and Seller will make a further adjustment for such rents, payments, or charges which may have been incurred for the period of Closing on time before Closing, but not billed or paid at that time. In addition, Seller or Purchaser may require a further adjustment of such rents, payments, or charges following the end of calendar year basis and shall be based on taxes coming due and payable in the calendar year of Closing. If 1999 after the actual assessed value or tax rate for any taxes or assessments are not amount of the applicable items becomes known on and available. Without limiting the date generality of Closing, the taxes shall be prorated based upon the most recently published tax rates and assessments for the Property. Should Seller appeal or begin the appeal process for any taxes or fees for any time period prior to the Closingforegoing, Seller shall be entitled to such funds should receive (and Purchaser shall promptly pay to Seller after receipt thereof from the applicable tenants) all expense reimbursements under the Leases actually paid by tenants which relate to periods of time prior to the Closing. Rents and other amounts collected by Purchaser or its agent under any Lease after Closing attributable to the time period before Closing shall be paid to Seller’s appeal be successful, but only after all amounts then due and payable to Purchaser have been paid. Seller shall be solely and exclusively responsible for payment have the right after Closing to pursue all actions (including the commencement of legal proceedings in full the name of Seller or Purchaser) against tenants in order to recover delinquent amounts under (or in connection with) the Leases which are owed to Seller. In no event, however, shall Seller institute any legal proceedings against Levy, or in any manner attempt, to recover any amounts owed under the Lease with Levy. Purchaser shall cooperate with all special assessments against reasonable requests of Seller in connection with the recovery of such amounts (at no cost to Purchaser), provided that no such legal proceeding shall seek to terminate the tenant's Lease or to evict the tenant from its demised premises. The amount of any refund or credit due to tenants of the Property due as the result of the collection by or on behalf of Seller prior to the Closing of contributions by such tenants for operating expenses and/or taxes which exceed the actual amount of such operating expenses and/or taxes payable by such tenants with respect to periods prior to the Closing shall be prorated as soon as such actual operating expenses and/or taxes are known, and Seller shall promptly pay to Purchaser, upon delivery to Seller of appropriate documentation, the amount due as a result of such proration. Purchaser shall assume and timely discharge all obligations with respect to accrued expenses, prepaid income and security deposits for which it receives proration credit. Tax and expense escalation, pass-through and participation payments under Leases including, but without limitation, amounts due tenants for excess payments thereby of tax and expense escalation and refunds due tenants for tax abatements, refunds, credits or other similar amounts for periods prior to the Closing (collectively, "Tenant Items") shall be prorated as of the Proration Date on an estimated basis. Seller agrees to cooperate (at no cost to Seller) with Purchaser in the preparation of the financial statements and other financial data respecting the ownership and operation of the Property for calendar year 1998 (if such statements have not been completed by the date of Closing) and subsequent periods for which such statements and data must be prepared in order to compute, if anycharge and prorate the Tenant Items. Other regular As soon as reasonably possible after the preparation of the aforesaid financial statements and customary costs and expenses related data, Purchaser will render statements for the Tenant Items to the tenants of the Property under their respective Leases. From time to time as Purchaser receives payment of the Tenant Items from the tenants, Purchaser will promptly remit to Seller that portion of the Tenant Items allocable to the Property shall also be prorated based on prior to the date of Closing, including, without limitation, water, sewer, utility charges but only after all amounts then due and other payablespayable to Purchaser have been paid. 2. To Real property taxes will be prorated as of the extent appropriate Proration Date using one hundred five percent (105%) of the most recent ascertainable tax ▇▇▇▇ therefor. Purchaser shall receive a credit for the adjustment 1998 real estate taxes payable in 1999 and for the 1999 real estate taxes (from January 1, 1999 through the -18- Proration Date) payable in 2000. Such taxes will be reprorated within ninety (90) days after the issuance of the foregoing actual tax ▇▇▇▇, it being the intent of the parties that Seller be responsible for real estate taxes for the Premises attributable to the period before Closing and Purchaser be responsible for the real estate taxes for the Premises attributable to the period after Closing. Any refund of real estate taxes for the Premises attributable to the fiscal year in which the Closing takes place (or any fiscal year prior to such year) shall be prorated between the parties within thirty (30) days after such refund has been received (whether in the form of cash or as a credit against future real estate taxes) by Seller or Purchaser, as the case may be. Seller shall be entitled to receive the portion of such refund that pertains to the period of time prior to the date of Closing and Purchaser shall be entitled to receive the portion of such refund that pertains to the period of time after the date of Closing; provided, however, that (a) the out-of-pocket costs to third parties incurred in obtaining such refund shall be shared by the parties in the same percentage as they share in the applicable tax refund, and (b) the tenants under the Leases shall be reimbursed from the net refund amount (after payment of third party costs as provided above) in accordance with the applicable terms of the Leases before the remaining refund amount is paid to Seller and/or Purchaser, as the case may be. C. The full amount of security deposits paid under the Leases, which have not been applied (subject to Section 3.A.6 above) by Seller shall be credited to Purchaser by application against the Cash Balance due at Closing. D. Seller shall receive a credit at Closing in an amount equal to all deposits previously made by Seller with Ground Lessor or third parties under the Ground Lease, including all amounts contained in the tax escrow account held by the ▇▇▇▇▇▇ Bank in Chicago, Illinois. Seller shall assign to achieve Purchaser at Closing all of Seller's right, title and interest in and to all such deposits and accounts for which Seller has received a credit at Closing. E. Seller shall pay for the requirements Leasing Costs currently due and owing in connection with all Leases entered into prior to the date hereof ("Current Leases") and any other Lease that has been entered into by Seller that is not in accordance with Section 3.B.1 hereof. Purchaser shall pay (a) all Leasing Costs arising out of the exercise by a tenant after the date hereof and prior to the date of Closing of an extension or expansion option (or the failure of a tenant to exercise a cancellation option) contained in a Current Lease, (b) all Leasing Costs in connection with any Leases entered into after the date hereof, in accordance with Section 3.B.1 hereof ("New Leases"), and (c) all Leasing Costs in connection with the exercise by a tenant on or after the date of Closing of an extension or expansion option (or the failure of a tenant to exercise a cancellation option) contained in a Current Lease or a New Lease. Notwithstanding the foregoing, Purchaser shall pay all Leasing Costs in connection with the 21st floor expansion of the Lease with Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., but Seller acknowledges and agrees that no leasing commission will be due D&K in connection therewith. F. All prorations and Closing adjustments shall be made on the basis of a 365 day calendar year. All such prorations and adjustments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of such overpayment within thirty (30) days after receiving written demand therefor. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustment, except for reproration of real estate taxes or tax refunds as provided above, if no such adjustments have been requested within ninety (90) days after the end of calendar year 1999. Utility prorations for Closing will be made by utility readings as close to the date of Closing as practical. G. Purchaser and Ground Lessor have reached an agreement which provides (among other things) for the amount of the annual Base Period Rental and the Base Period Annual Tax Equivalent which will be payable from and after May 1, 1998 ("Settlement Agreement"). A copy of the Settlement Agreement is attached hereto as Exhibit K. Purchaser shall perform all of its obligations under the Settlement Agreement (including the entering into of the Ground Lease amendment described therein) and shall enforce its rights under the Settlement Agreement to receive the Ground Lessor Estoppel Certificate and Agreement Regarding Ground Lease described therein (collectively called the "Ground Lessor Estoppel Certificates") within the time periods provided for therein and in this Agreement. Purchaser shall receive a credit against the Cash Balance at Closing with respect to the period commencing on May 1, 1998 and ending on the Proration Date ("Stub Period") equal to the sum of (i) the difference between $800,000 (as adjusted to reflect the Stub Period) and the amount of Base Period Rental previously paid by Seller with respect to the Stub Period, and (ii) the difference between $737,500 (as adjusted to reflect the Stub Period) and the amount of Base Period Annual Tax Equivalent previously paid by Seller with respect to the Stub Period. The amounts credited to Purchaser in accordance with the preceding sentence shall be repaid by Purchaser to Seller (in accordance with the provisions of Section 99.B.1 above) if and when collected by Purchaser from tenants of the Property after Closing, but only after all amounts then due and payable to Purchaser have been paid. H. At Closing, Purchaser shall receive a credit against the Cash Balance in an amount equal to the difference between (i) $997,000 and (ii) the amount previously spent by Seller (whether to consultants or otherwise) on the Elevator Renovation. The parties acknowledge, however, that Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. ("▇▇▇▇▇▇▇▇") have entered into a separate agreement whereby ▇▇▇▇▇▇▇▇ is obligated to reimburse Seller for a portion of the cost of the Elevator Renovation over a twenty year period. Seller shall receive a credit from Purchaser at Closing in the amount of $234,000, which represents a discounted portion of the amount payable under such agreement with ▇▇▇▇▇▇▇▇ and a discounted portion of amounts payable by other tenants with respect to the Elevator Renovation), and Seller shall assign its rights under such agreement with ▇▇▇▇▇▇▇▇ to Purchaser at Closing. I. At Closing, Purchaser shall receive a credit against the Cash Balance in an amount equal to the difference between (i) $110,000 and (ii) the sum of (i) the amount previously spent by Seller (whether to consultants or otherwise) on the Garage Repairs, and (ii) the amount of the Garage Repairs payable by tenants under the Leases (approximately $10,000). J. Purchaser acknowledges that Levy (Monroe) Limited Partnership ("Levy") has ceased paying rent under its Lease and, accordingly, is in default thereunder ("Levy Lease Default"). Purchaser accepts the Levy Lease Default (without deduction or offset from the Purchase Price), and Seller shall have no liability or obligation of any kind or nature whatsoever to Purchaser or Levy with respect to the Levy Lease Default or the Lease with Levy after Closing. K. At Closing, Seller shall receive a credit from Purchaser in the amount of $500,000, which represents a portion of the real estate taxes for calendar year 1998 which are payable in calendar year 1999 under the Lease with ▇▇▇▇▇▇▇▇. L. At Closing, Purchaser shall receive a credit against the Cash Balance in an amount equal to the Current TI Amount. Purchaser shall assume and be responsible to pay such Amount to the applicable tenants pursuant to the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transactiontheir Leases.

Closing Costs and Prorations. (a) Seller shall pay (a) for and be responsible for all county costs and state transfer and conveyance expenses associated with: documentary stamp taxes assessed in connection with the Closing and recording on the Deed, releasing all Monetary Liens, curing any title or survey objections which Seller has agreed to or is required to cure, one half of escrow fees of Escrow Agent, the Owner’s Policy (excluding any endorsements), the Title Commitment, the municipal lien search, the Broker (defined below) and Seller’s attorney. (b) Buyer shall pay for and be responsible for all costs and expenses associated with: recording costs for recordation of fees on the Deed, the Crane Easementone half of escrow fees of Escrow Agent, and any easements, covenants, and restrictions contemplated under this Agreement or necessary to remove, correct, or remedy, the Title Objections which Seller is obligated to resolve, (b) any endorsements to the Title Owner’s Policy, if anylender’s policy of title insurance and endorsements, necessary to cure Title Objectionsfinancing obtained by Buyer and corresponding mortgage doc stamp taxes and intangible doc stamp taxes, ▇▇▇▇▇’s due diligence activities and ▇▇▇▇▇’s attorney. (c) All other closing costs, expenses, charges and fees shall be paid by the cost of preparation and recording of party incurring the Plat, and same. (d) one half (½) of the Title Company’s closing fee in connection with this transaction. Purchaser shall pay (i) the cost of the Title Commitment Ad valorem real property taxes and the Title Policy, (ii) the cost of the Survey, and (iii) one half (½) of the Title Company’s closing fee in connection with this transaction. Seller shall be responsible for and pay all past due taxes at or prior to Closing. Taxes and installments of special assessments for the year of Closing shall be prorated between Buyer and Seller at Closing, effective as of the date of Closing on a calendar year basis and shall be based on taxes coming due and payable in utilizing the calendar year of Closingmaximum discount then available. If the actual assessed value or Closing shall occur before the tax rate amount is fixed for any the then current year, the apportionment of taxes or shall be upon the basis of the tax amount for the preceding year without discount and such apportionment shall be final and not subject to post-Closing reproration. Any assessments are not known on payable as to the Property under the documents constituting the Permitted Exceptions shall also be apportioned as of the date of Closing. (e) All certified, confirmed, and ratified special assessment liens as of the taxes Closing Date will be paid in full by Seller. If a certified, confirmed, and ratified special assessment is not payable at Closing, Buyer shall be prorated based upon receive a credit from Seller in the most recently published tax rates and assessments for amount of such assessment. If an improvement is substantially completed as of the Closing Date, but has not resulted in a lien before Closing, Buyer shall receive a credit from Seller in the amount of the last estimate of the assessment. (f) If any utility services are presently being provided to or serving the Property. Should , Seller appeal or begin will pay for such services through the appeal process for any taxes or fees for any time period prior to the day of Closing, but thereafter any such services in the name of Seller shall be entitled to such funds should terminated by Seller’s appeal be successful. Seller shall be solely and exclusively Buyer is responsible for payment in full of all special assessments against the Property due prior to Closing, if any. Other regular and customary costs and expenses related obtaining its own utility account for services to the Property shall also be prorated based on the date of Closing, including, without limitation, water, sewer, and for all utility charges and other payables. To associated therewith following the extent appropriate for the adjustment of the foregoing amounts to achieve the requirements of this Section 9, the terms of this Section 9 shall survive Closing. Each Party shall pay its own attorneys’ fees in connection with this transaction.