Common use of Proration Items Clause in Contracts

Proration Items. The following shall be apportioned and adjusted between the parties as of 5:00 pm, New York City time of the day preceding the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments (the "Rents"), actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (e) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer with respect to the Property; (f) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants as of the Closing Date. Seller will not assign to buyer any of the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period prior to the Closing Date shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 shall survive the Closing.

Proration Items. The following shall be apportioned and adjusted between the parties as of 5:00 pmPersonal property Taxes, New York City time of the day preceding the Closing Date ("the Adjustment Date"): (a) Real estate real property Taxes and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments similar Taxes (the "Rents"), actually paid under the terms of any Lease for the month of closing; (d“Proration Items”) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (e) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer with respect to the Property; (f) Any other customary adjustments made in connection with Purchased Assets for any taxable period beginning before the sale of similar properties; and (g) Refundable security deposits from current tenants Closing Date and ending after the Closing Date shall be prorated on a per diem basis between the Purchaser and the Sellers as of the Closing Date. Seller will not assign to buyer any The amount of the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are Proration Items attributable to the Sellers shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the period through and including the Closing Date and the denominator of which shall be the entire number of days in the period. For purposes of allocating all other Taxes (“Non-Proration Items”) with respect to the Purchased Assets for any Straddle Period, such Taxes shall be allocated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any Non-Proration Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Purchased Assets for Tax periods ending on or prior to the Closing Date shall be the obligation (such Non-Proration Items and other pre-Closing Date Taxes, “Other Sellers Taxes”). The amount of Seller and those which are all such Proration Items attributable to the period Sellers and the amount of any Other Sellers Taxes shall be estimated as of the Closing Date and deducted from and after the Purchase Price at the Closing; provided, however that final payments with respect to the Proration Items or Other Sellers Taxes that are not able to be calculated as of the Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; calculated and the unfixed meter charges for the intervening time to the Adjustment Date Sellers (or any successor thereof or any estate) shall be apportioned on the basis of such meter readings, and pay over any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the additional amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer soon as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period practicable after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; but no later than five (vii5) If any tenant is in arrears in the payment Business Days after determination of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 shall survive the Closingadditional amounts.

Proration Items. The (a) At the Closing, the following adjustments and prorations shall be apportioned and adjusted between the parties computed as of 5:00 pm, New York City 12:01 a.m. (local time of the day preceding at each Property) on the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments (the "RentsAPPORTIONMENT TIME"). All items of revenue, actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer cost and are being assigned to Buyer; (e) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer expense with respect to the Property; (f) Any other customary adjustments made in connection with period prior to the sale Apportionment Time shall be for the account of similar properties; and (g) Refundable security deposits from current tenants as Seller. All revenues attributable to guests of the Closing Date. Seller will not assign to buyer any of Hotels for the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period night prior to the Closing Date shall be for the obligation account of Seller Seller. All items of revenue, cost and those which are attributable expense of such Property with respect to the period from and after the Closing Date Apportionment Time shall be for the obligation account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. For purposes of Subsequent final adjustments and payments (the foregoing apportionments and adjustments, the following procedures shall govern: (i"TRUE-UP") If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the in cash or other immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property funds as of the Closing Date, will be allowed to Buyer soon as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer practicable after the Closing Date which are attributable in whole or in part for the Property based upon an accounting performed by the Seller and acceptable to any period prior Buyer. In the event the parties have not agreed with respect to the Closing Date, Buyer shall promptly pay adjustments required to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller made pursuant to this Section 10(vii) and Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the two immediately preceding Sections parties hereto shall survive determine any such adjustments which have not theretofore been agreed to by the Closing parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a period result of one hundred eighty the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (18030) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described hereinfinal determination thereof. Except as expressly provided, the The provisions of this Section 10 Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. The following shall be apportioned and adjusted between the parties as of 5:00 pm, New York City time of the day preceding the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments (the "Rents"), actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (e) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer with respect to the Property; (f) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants as of the Closing Date. Seller will not assign to buyer Buyer any of the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period prior to the Closing Date shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 shall survive the Closing.

Proration Items. The following shall be apportioned and adjusted between the parties as of 5:00 pm, New York City time midnight of the day preceding the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas gas, steam and other utility charges for service furnished to the Property; (c) Fuel, if any, and all taxes thereon, on the basis of a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (including, without limitation, any prepaid rent, percentage rent, escalation charges for real estate taxes and operating expenses, cost-of-living adjustments and parking rents) (the "Rents"), actually ) paid or payable under the terms of any Lease for the month of closing; (de) Any amounts paid to Seller or by Seller payable under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (ef) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer with respect to the Property;advertising; and (fg) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants as of the Closing Datebuildings. Seller will not assign to buyer Buyer any of the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period prior to the Closing Date shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) thirty days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants are required to pay Rents which are collected by Buyer within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants are required to pay Rents which are collected by Seller within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to months preceding the month in which the Closing Date and occurred; (b) then to pay any rent owning for any period prior to the month in which the Closing Dateoccurred; and (c) then to any months following the month in which the Closing occurred. If Rents or any portion thereof are received by Seller or Buyer during the period which is sixty (60) days after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii11(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180ninety(90) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 11 shall survive the Closing.

Proration Items. The (a) At the Closing, the following adjustments and prorations shall be apportioned and adjusted between the parties computed as of 5:00 pm, New York City 12:01 a.m. (local time of the day preceding at each Property) on the Closing Date ("the Adjustment Date"): (a) Real estate “Apportionment Time”). All items of revenue, cost and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments (the "Rents"), actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (e) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer expense with respect to the Property; (f) Any other customary adjustments made in connection with period prior to the sale Apportionment Time shall be for the account of similar properties; and (g) Refundable security deposits from current tenants as Seller. All revenues attributable to guests of the Closing Date. Seller will not assign to buyer any of Hotels for the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period night prior to the Closing Date shall be for the obligation account of Seller Seller. All items of revenue, cost and those which are attributable expense of such Property with respect to the period from and after the Closing Date Apportionment Time shall be for the obligation account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. For purposes of Subsequent final adjustments and payments (the foregoing apportionments and adjustments, the following procedures shall govern: (i“True-up”) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the in cash or other immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property funds as of the Closing Date, will be allowed to Buyer soon as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer practicable after the Closing Date which are attributable in whole or in part for the Property based upon an accounting performed by the Seller and acceptable to any period prior Buyer. In the event the parties have not agreed with respect to the Closing Date, Buyer shall promptly pay adjustments required to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller made pursuant to this Section 10(vii) and Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the two immediately preceding Sections parties hereto shall survive determine any such adjustments which have not theretofore been agreed to by the Closing parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a period result of one hundred eighty the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (18030) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described hereinfinal determination thereof. Except as expressly provided, the The provisions of this Section 10 Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager’s contribution to Initial Working Capital under the Management Agreement.

Proration Items. The following shall be apportioned and adjusted between the parties as of 5:00 pm, New York City time mid night of the day preceding the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas gas, steam and other utility charges for service furnished to the Property; (c) Fuel, if any, and all taxes thereon, on the basis of a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (including, without limitation, any prepaid rent, percentage rent, escalation charges for real estate taxes and operating expenses, cost-of-living adjustments and parking rents) (the "Rents"), actually ) paid or payable under the terms of any Lease for the month of closing; (de) Any amounts paid to Seller or by Seller payable under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (ef) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer with respect to the Property;advertising; and (fg) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants as of the Closing Datebuildings. Seller will not assign to buyer Buyer any of the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period prior to the Closing Date shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest assessed as sessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) thirty days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants are required to pay Rents which are collected by Buyer within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants are required to pay Rents which are collected by Seller within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to months preceding the month in which the Closing Date and occurred; (b) then to pay any rent owning for any period prior to the month in which the Closing Dateoccurred; and (c) then to any months following the month in which the Closing occurred. If Rents or any portion thereof are received by Seller or Buyer during the period which is sixty (60) days after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii11(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty ninety (18090) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 11 shall survive the Closing.

Proration Items. The (a) At the Closing, the following adjustments and prorations shall be apportioned and adjusted between the parties computed as of 5:00 pm, New York City 12:01 a.m. (local time of the day preceding at each Property) on the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments (the "RentsApportionment Time"). All items of revenue, actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer cost and are being assigned to Buyer; (e) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer expense with respect to the Property; (f) Any other customary adjustments made in connection with period prior to the sale Apportionment Time shall be for the account of similar properties; and (g) Refundable security deposits from current tenants as Seller. All revenues attributable to guests of the Closing Date. Seller will not assign to buyer any of Hotels for the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period night prior to the Closing Date shall be for the obligation account of Seller Seller. All items of revenue, cost and those which are attributable expense of such Property with respect to the period from and after the Closing Date Apportionment Time shall be for the obligation account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. For purposes of Subsequent final adjustments and payments (the foregoing apportionments and adjustments, the following procedures shall govern: (i"True-up") If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the in cash or other immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property funds as of the Closing Date, will be allowed to Buyer soon as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer practicable after the Closing Date which are attributable in whole or in part for the Property based upon an accounting performed by the Seller and acceptable to any period prior Buyer. In the event the parties have not agreed with respect to the Closing Date, Buyer shall promptly pay adjustments required to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller made pursuant to this Section 10(vii) and Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the two immediately preceding Sections parties hereto shall survive determine any such adjustments which have not theretofore been agreed to by the Closing parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a period result of one hundred eighty the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (18030) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described hereinfinal determination thereof. Except as expressly provided, the The provisions of this Section 10 Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. The following shall be apportioned and adjusted between In each such proration set forth below, the parties as of 5:00 pm, New York City time of the day preceding the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished portion thereof allocable to the Property; (c) Base rents and any other payments (the "Rents"), actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (e) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer with respect to the Property; (f) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants periods beginning as of the Closing Proration Time shall be credited to Venture Five, or charged to Venture Five, as applicable, and the portion thereof allocable to periods ending as of the Closing Proration Time shall be credited to Cousins, or charged to Cousins, as applicable, all of which prorations shall be made on the Closing Proration Time or, in the case of allocations to be made after the Closing Date, upon receipt of such payments or payment of such expenses. If there is a net amount due to Venture Five after the direct transfers and payments described below in this Paragraph 7, such amount shall not be a credit against the Prudential Investment, but Cousins shall pay such amount directly to Venture Five on the Closing Date. Seller will not assign If there is a net amount due to buyer any Cousins, Venture Five shall pay such amount to Cousins on the Closing Date or at such other time as is set forth herein. Cousins and Prudential acknowledge and agree that the applicable number of days of income for the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all month or other expenses which are attributable to the period prior to the Closing Date Proration Time shall belong to Cousins and the applicable number of days of expenses for the month or other period prior to the Closing Proration Time shall be the obligation responsibility of Seller Cousins. Cousins and those Prudential agree that the Closing Statement will not reflect a credit for income or a charge for expenses for the month during which are attributable the Closing Proration Time falls, and Cousins and Prudential agree that, upon finalizing the books of account for the Assets for the month during which the Closing Proration Time falls, Venture Five shall pay to Cousins the applicable portion due Cousins of the net income of the Assets for the month or other period prior to the period from and after the Closing Date Proration Time. Such amount shall be the obligation paid as soon as Venture Five shall finalize its books of Buyer. For purposes of the foregoing apportionments and adjustmentsaccount for such month, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date but in all events not more later than twenty (20) days prior to after the Adjustment Date; and month during which the unfixed meter charges for the intervening time to the Adjustment Date Closing Proration Time falls. The following items shall be apportioned on the basis of such meter readingsprorated between Venture Five and Cousins or credited to Venture Five or Cousins, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 Paragraph shall survive the Closing.Closing hereunder:

Proration Items. The following shall be apportioned and adjusted between the parties as of 5:00 pm, New York City time mid night of the day preceding the Closing Date ("the Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas gas, steam and other utility charges for service furnished to the PropertyProperties; (c) Fuel, if any, and all taxes thereon, on the basis of a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (including, without limitation, any prepaid rent, percentage rent, escalation charges for real estate taxes and operating expenses, cost-of-living adjustments and parking rents) (the "Rents"), actually ) paid or payable under the terms of any Lease for the month of closing; (de) Any amounts paid to Seller or by Seller payable under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (ef) All costs associated with telephone directory listings and any other prepaid advertising which are accepted by Buyer with respect to the Property;advertising; and (fg) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants as of the Closing Datebuildings. Seller will not assign to buyer Buyer any of the hazard insurance policies affecting the Property Properties then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period prior to the Closing Date shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: : (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest assessed as sessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility ▇▇▇▇ to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 shall survive the Closing.