Common use of Prorations and Adjustments Clause in Contracts

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, in accordance with generally accepted accounting principles as of 11:59 p.m. on the day date immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, includingDate. Such prorations shall include, without limitation, electricityall ad valorem, water charges real estate and sewer chargesother property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. If there are meters Real estate taxes shall be apportioned on the Real Propertybasis of taxes assessed for the preceding year, final readings with a reapportionment, if any, as soon as the new tax rate and final ▇▇▇▇▇▇▇▇ for utilities will valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made if possible on the day before Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, in which event no an adjustment and proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the within ninety (90) calendar days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. In the event of any disputes between the parties as to such adjustments, the prorations will amounts not in dispute shall nonetheless be made paid at Closing on the basis of time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figuresparties, and a final cash settlement will the fees and expenses of such accountant shall be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected one-half by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received one-half by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueBuyer.

Prorations and Adjustments. The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified: (a) Collected Rents and other charges, other than for Tenants who owe Delinquent Rents (as hereinafter defined), shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. The rent and all other sums which are due and payable to Seller and Purchaser agree to prorate and/or adjust, by any tenant but uncollected as of 11:59 p.m. on the day preceding the Closing Date shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as, and when collected (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest but Purchaser shall not be required to be paid thereon. (iii) Utility take legal action for such amounts accruing prior to the Closing). At Closing, Seller shall deliver to Purchaser a schedule of all rent, charges and other amounts payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at tenants after the Closing with respect to utility bills. If meter readings on the day which Seller is entitled to receive a share under this Agreement, and any amount due and owing to Seller before the Closing Date by tenants under the Leases which are not possible, then Seller will cause readings unpaid on the date of all said meters Closing (such amounts are collectively referred to herein as the “Delinquent Amounts”). Rental and other payments received by Purchaser from tenants shall first be performed not more than five applied toward Purchaser’s actual out-of-pocket costs (5including reasonable attorneys’ fees) days prior to the Closing Dateof collection, and a per diem adjustment then toward the payment of current rent and other charges owed to Purchaser for periods after the Closing, and any excess monies received shall be made for applied toward the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration payment of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaDelinquent Amounts; provided, however, that if any increase in rent received by Purchaser from tenants who owe Delinquent Amounts during the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year month in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable first be applied to the tax year payment of such tenants’ Delinquent Amounts, if any, with respect to the month in which the Closing occurs shall be apportioned between occurs, and not toward the payment of rent and other charges for previous or subsequent months. Purchaser may not waive any Delinquent Amounts or modify a Lease so as to reduce amounts or charges owed under Leases for any period in which Seller and Purchaser based on their respective periods is entitled to receive a share of ownership in such tax yearcharges or amounts, without first obtaining the written consent of Seller. The expenses If a Delinquent Amount due Seller is not paid by a tenant within the later of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v(x) shall survive the Closing. sixty (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (1060) days prior after Closing or (y) sixty (60) days after billing therefor, Seller shall have the right to attempt to effect collection by litigation or otherwise so long as Seller does not take any action which would affect such tenant’s right to occupy its leased premises or terminate its lease. With respect to Delinquent Amounts owed by tenants that are no longer tenants of the Closing by Seller’s supplierProperty as of the date of Closing, Seller shall retain all rights relating thereto. (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be transferred to Purchaser. Purchaser shall assume at Closing the obligation, if any, to pay security and other deposits to tenants under the Leases, to the extent that such deposits are transferred to Purchaser at Closing. Seller will be charged shall indemnify and credited hold Purchaser harmless for the amounts amounts, if material, by which (i) the amount of all security and other deposits (together with interest due thereon as may be required by law or by the Lease), required to be held under the terms of the Proration Items relating Leases exceeds (ii) the amount actually transferred to Purchaser at Closing. (c) To the period up extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) below, accrued general real estate, personal property and including ad valorem taxes and assessments for the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations current tax year shall be set forth prorated on a preliminary closing statement to be prepared by Seller and submitted to Purchaser the basis of bills, if available prior to the Closing Date (the “Closing Statement”). The Closing StatementClosing, once agreed upon, which shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at re-prorated after Closing on the basis of actual bills received covering the best evidence then availableperiod which includes the Closing Date. (d) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other utility and fuel charges, as well as all deposits to utility companies, governmental entities or any other person shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) to the extent not paid directly by tenants under their respective Leases unless final meter readings and final invoices can be obtained. To the extent practicable, Seller shall cause meters for utilities to be read not more than one (1) day prior to the date of Closing. (e) Amounts due, commissions, up-front revenues and incentives, and prepayments under the Contracts to be assigned to Purchaser. All amounts for services rendered or materials furnished under the Contracts assumed by Purchaser and accruing after the Closing Date shall be the responsibility of Purchaser. (f) Assignable license and permit fees paid on an annual or other periodic basis. (g) All escrow and reserve accounts (including without limitation, all capital improvement reserves and taxes and insurance escrows) held by Assumed Loan Lender in connection with the Assumed Loan and those held by Seller, if any, shall be assigned to Purchaser but there will be no adjustment to the Purchase Price or proration thereof. (h) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated; thereafterprovided, when actual figures are receivedhowever, re-that any insurance premiums shall not be prorated, but rather Seller shall cancel the Existing Insurance Policies as of Closing (and seek a separate refund from its insurer of any unearned premiums) and thereafter Purchaser shall obtain its own property insurance in conformance with the Assumed Loan Documents. Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the income from the Property and responsible for the expenses of the Property for the entire day upon which the Closing occurs. All such prorations will shall be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions number of this Section 10.4(b) will survive days of the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month which shall have elapsed as of the Proration Time) day of all Rental previously paid the Closing. To the extent information necessary to make such prorations is not available at the Closing or collected by is determined to be inaccurate or incomplete after Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. All prorations shall otherwise be final. Seller and attributable Purchaser agree to any period following cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Proration Time. After the ClosingClosing as to all items except tax prorations, Seller will cause subject to be paid or turned over mutual agreement to Purchaser all Rentalextend such sixty (60) day period, if any, received by Seller after Closing and attributable with respect to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Leasetax prorations, to the extent not covered by any tax escrows to be assigned to Purchaser at Closing pursuant to Section 12(g) above, the same exceeds any expense stop specified parties shall make such adjustments upon receipt of the actual tax bills covering the period in such Lease), retroactive rentalswhich the Closing Date occurs. Except as set forth in this Section 12, all administrative chargesitems of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid by Seller. (i) Amounts on deposit with utility chargescompanies shall be credited to Seller at Closing, tenant or real property association duesand promptly following the Closing, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users Purchaser shall inform such utilities of such change in ownership of the Property. Rental is “Delinquent” when it was due Seller shall, from and after the Closing, at Seller’s sole cost and expense, have control over any ongoing tax appeals as to the Property that were commenced prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect that pertain solely to the collection of periods that Seller owned the Property. Seller shall, as applicable, retain all proceeds or reductions obtained from such appeals or pay all additional taxes or delinquencies imposed for such periods. Seller shall keep Purchaser informed as to any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueappeals.

Prorations and Adjustments. (a) Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Station shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, in accordance with generally accepted accounting principles as of 11:59 p.m. on the day date immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, includingDate. Such prorations shall include, without limitation, electricityall ad valorem, water charges real estate and sewer chargesother property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. If there are meters Real estate taxes shall be apportioned on the Real Propertybasis of taxes assessed for the preceding year, final readings with a reapportionment, if any, as soon as the new tax rate and final ▇▇▇▇▇▇▇▇ for utilities will valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made if possible on the day before Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, in which event no an adjustment and proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the within ninety (90) calendar days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. In the event of any disputes between the parties as to such adjustments, the prorations will amounts not in dispute shall nonetheless be made paid at Closing on the basis of time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figuresparties, and a final cash settlement will the fees and expenses of such accountant shall be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected one-half by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received one-half by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueBuyer.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)time of closing, the following (collectively, the “Proration Items”):except as otherwise expressly provided herein: (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges▇. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will , electricity, sewer, gas, telephone and other utility charges based, to extent practicable, on final meter readings and/or final invoices. B. Amounts paid or payable under any assigned maintenance or other service contracts shall be made if possible prorated as of the time of closing. C. Accrued general real estate taxes shall be prorated as of the time of closing. If such bills are not available, then such taxes shall be prorated on the day before basis of 100% of the most recent ascertainable tax bills. D. Special Assessments - If at the time of Closing, the Premises are affected by an assessment which is or may become payable in installments, then only those installments due prior to the date of the Closing shall be paid by the Seller, and all installments due subsequent to Closing shall be paid by Purchaser. E. Such other items that are customarily prorated in transactions of this nature shall be ratably prorated as of the Closing Date. Except as expressly provided herein, all prorations shall be final. The covenants and agreements set forth in which event no proration will this Paragraph shall survive the closing. F. As of Closing, Purchaser shall be made at responsible for the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings transfer of accounts and establishment of all said meters utility services to the real estate to the name of Purchaser, including the making of any new utility deposits with the utility providers. Seller shall be performed not more than five (5) days entitled to receive a refund of utility service deposits, if any, covering the period prior to the Closing Date. G. Real estate tax assessment reductions, tax refunds, and a per diem adjustment shall be made for the days between the meter reading date and credits received after the Closing Date based on after deducting the most recent meter readingexpenses of collection thereof including attorney’s fees which obligation shall survive the Closing that are: 1. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior attributable to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If tax year during which the Closing Date occurs and thereafter shall occur be prorated between Seller and Purchaser; 2. attributable to all tax years before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the ClosingSeller. I. To the extent tenants under Leases pay monthly estimates of common area maintenance charges, central plant charges, operating expenses, and similar expenses, but excluding real estate taxes (vi) The value collectively, "Charges"), Seller shall retain all interim payments of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days Charges received by Seller prior to the Closing by Seller’s supplierDate. Seller shall pay when due all invoices for the work or services provided which form the basis of the Charges. Seller retains the right to bill and collect from the tenants under the Leases for any shortfalls in the interim payments of Charges Seller has collected and Purchaser shall cooperate with Seller in collecting such amounts. J. To the extent tenants under Leases pay monthly estimates of real estate taxes (b) "Impounds for Taxes"), Seller shall credit Purchaser at Closing with the total of such Impounds for Taxes actually collected by Seller applicable to real estate taxes not yet due and payable as of the Closing Date. There will be charged no credit to Purchaser for shortfalls by tenants in any accounts or for tenants who pay portions of real estate taxes upon presentation of real estate tax bills, except to the extent Seller has collected sums from such tenants and credited for the amounts not applied such sums to real estate taxes then due and payable. K. The amount of all of the Proration Items relating refundable security deposits and other tenants deposits under Leases that are in Seller's possession except to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser extent applied prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. credited to Purchaser. L. The proration amount of any other credits due tenants shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit credited to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) All prepaid and deferred income and expenses relating to the Station Assets and arising from the operation of the Stations shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, in accordance with accounting principles generally accepted in the United States (“GAAP”) as of 11:59 p.m. 12:01 a.m. on the day preceding the of Closing Date (the “Proration Effective Time”). Such prorations shall include without limitation all music and other license fees, employee performance incentives set forth in employment agreements or annual compensation plans, any vacation for Transferred Employees (defined below) (except accruals for the following (collectivelyfiscal year of Seller in which Closing occurs for which there shall be no adjustment), utility expenses, rent and other amounts under Station Contracts and similar prepaid and deferred items. Seller shall receive a credit for all of the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits Stations’ deposits and any prepaid rents, together with any interest required expenses. Sales commissions related to the sale of advertisements broadcast on the Stations prior to Closing shall be paid thereon. (iii) Utility charges payable by the responsibility of Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters sales commissions related to the sale of advertisements broadcast on the Real PropertyStations after Closing shall be the responsibility of Buyer. All Taxes, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on other than transfer taxes, related to the day before the Closing Date, in which event no proration will be made at the Closing Station Assets accrued or accruable with respect to utility bills. If meter readings events occurring on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days or prior to the Closing DateEffective Time shall be borne by Seller. All Taxes related to the Station Assets accrued or accruable with respect to events occurring after the Effective Time shall be borne by Buyer. Ad valorem, real estate and other property Taxes (except transfer taxes as provided by Section 11.1), if any, with respect to the Station Assets shall be pro-rated on a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplierbasis. (b) Seller will be charged and credited With respect to trade, barter or similar agreements for the amounts sale of all time for goods or services assumed by Buyer pursuant to Section 1.1(d), if at Closing the Stations have an aggregate negative or positive barter balance (i.e., the amount by which the value of air time to be provided by the Stations after the Effective Time exceeds, or conversely, is less than, the fair market value of corresponding goods and services), there shall be no proration or adjustment, unless the negative or positive barter balance of the Proration Items relating to Stations as an aggregate exceeds $50,000 per Station, in which event such excess or deficiency, as the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed uponcase may be, shall be signed by Purchaser treated either as prepaid time sales or a receivable of Seller, and adjusted for as a proration in Buyer’s or Seller’s favor, as applicable. The proration In determining barter balances, the value of air time shall be paid at based upon Seller’s rates as of Closing, and corresponding goods and services shall include those to be received by the Stations after Closing plus those received by Purchaser the Stations before Closing to Seller (if the prorations result in a net credit to Seller) or extent conveyed by Seller to Purchaser (if the prorations result in Buyer as a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment part of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsStation Assets. (c) Purchaser will receive No later than three (3) business days prior to the scheduled Closing date, Seller shall provide Buyer with a statement setting forth a reasonably detailed computation of Seller’s reasonable and good faith estimate of the Adjustment Amount (defined below) as of Closing (the “Preliminary Adjustment Report”). As used herein, the “Adjustment Amount” means the net amount by which the Purchase Price is to be increased or decreased in accordance with this Section 1.7. If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Buyer, then the Purchase Price payable at Closing shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, then the Purchase Price payable at Closing Statement for shall be increased by the prorated amount of such preliminary Adjustment Amount. For a period of ninety (as of the Proration Time90) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the days after Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by and its auditors and Buyer and its auditors may review the Preliminary Adjustment Report and the related books and records of Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent RentalStations, and Buyer and Seller will in good faith seek to reach agreement on the final Adjustment Amount. All sums collected by Purchaser If agreement is reached within such 90-day period, then promptly thereafter Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the month Preliminary Adjustment Report. If agreement is not reached within such 90-day period, then the dispute resolutions of Closing Section 1.7(d) shall apply. (d) If the parties do not reach an agreement on the Adjustment Amount within the 90-day period specified in Section 1.7(c), then Seller and Buyer shall select an independent accounting firm of recognized national standing (the “Arbitrating Firm”) to resolve the disputed items. If Seller and Buyer do not agree on the Arbitrating Firm within five (5) calendar days after the end of such 90-day period, then the Arbitrating Firm shall be applied a nationally recognized independent accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions with respect to the month Adjustment Amount, and each shall make available to the Arbitrating Firm any books and records and work papers relevant to the preparation of Closingthe Arbitrating Firm’s computation of the Adjustment Amount. All sums collected by Purchaser thereafter The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) days from each Tenant the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjustment Amount, the basis for its determination and whether its determination is within the Mid-Range (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) defined below) will or if not, whether it is closer to Buyer’s or Seller’s written determination of the Adjustment Amount. Any determination by the Arbitrating Firm in accordance with this Section shall be applied first final and binding on the parties. Within five (5) calendar days after the Arbitrating Firm delivers to current amounts owed by such Tenant the parties its written determination of the Adjustment Amount, Seller shall pay to PurchaserBuyer, and then delinquencies owed by such Tenant or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. (e) If the Arbitrating Firm’s determination of the Adjustment Amount is within the Mid-Range, then Seller and Buyer shall each pay one-half of the fees and disbursements of the Arbitrating Firm in connection with its analysis. Any sums due If not, then (i) if the Arbitrating Firm determines that the written position of Buyer concerning the Adjustment Amount is closer to its own determination, then Seller will be promptly remitted shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis, or (ii) if the Arbitrating Firm determines that the written position of Seller concerning the Adjustment Amount is closer to its own determination, then Buyer shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis. As used herein, the term “Mid-Range” means a range that (i) equals twenty percent (20%) of the absolute difference between the written positions of Buyer and Seller as to the Adjustment Amount and (ii) has a midpoint equal to the average of such written positions of Buyer and Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. the day of the Closing based on the day preceding the Closing Date periods to which they relate and are applicable (the “Proration Time”regardless of when payable), the following (collectively, the “Proration Items”):except as otherwise specified: (i) RentsNon-delinquent general real estate, in accordance with Section 10.4(c) belowpersonal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the current tax year for the Property. (ii) Cash Security Deposits Non-delinquent utility charges, if any, and any prepaid rents, together with any interest required to such other items that are customarily prorated in transactions of this nature shall be paid thereonratably prorated. (iii) Utility Rent and other charges payable under the Leases shall be prorated. Rents and other charges under the Leases which are unpaid or delinquent as of the Closing shall not be prorated, and rents and other amounts received by SellerPurchaser after the Closing from a tenant owing such delinquent rent or other charges shall be applied (A) first, includingto rents due from such tenant for the month in which such payment is received by Purchaser; (B) second, without limitation, electricity, water charges and sewer charges. If there to rents attributable to any period after the Closing which are meters past due on the Real Propertydate of receipt; and (C) finally, final readings to rents and final ▇▇▇▇other charges delinquent as of the Closing (and Purchaser promptly shall remit such amounts to Seller). Purchaser agrees that it shall use commercially reasonable efforts to collect any such delinquent rents by continuing to ▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements tenants for any deposits with delinquent rents (provided, however, that Purchaser shall have no obligation to terminate the utility providersLease or to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent rents). (iv) Amounts payable The amount of all unapplied security deposits under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes Leases shall be upon the basis of the tax rate for the preceding year applied credited to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaPurchaser; provided, however, that if any increase tenant security deposit is in the assessed value form of a letter of credit, there shall be no credit against the Property results from improvements made Purchase Price with respect to any such tenant security deposit. At Closing, Seller shall deliver an original of each letter of credit serving as a tenant security deposit to Purchaser through escrow along with the Property documents executed by Seller that are required to be executed by Seller to transfer such letter of credit to Purchaser. Following Closing, Purchaser shall, at Purchaser’s cost and expense, deliver the same, along with any required fees paid by Purchaser, then to the issuing bank so that the same can be processed and transferred to Purchaser. (v) Seller is responsible for the tenant improvement costs and/or tenant improvement allowances (including space planning and architectural costs) and leasing commissions due in connection with the current term of all of the Leases entered into on or before November 29, 2012, and those remaining to be paid are identified on Exhibit N attached hereto, and to the extent that any of the same have not been paid as of the Closing, Seller shall provide Purchaser a credit at Closing and Purchaser shall, to the extent of such credit, be responsible for the same after the Closing. Purchaser shall be solely responsible for all leasing commissions and tenant improvement costs due in connection with any increase extensions, renewals or expansions by any tenants after the date of this Agreement to the extent the amount of such commissions and costs were disclosed to Purchaser in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years writing prior to expiration of the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the ClosingDue Diligence Period. (vi) The value Purchaser shall be entitled to a credit at Closing for any remaining abated rent after Closing reflected on Exhibit G attached hereto. (vii) Purchaser shall be credited at Closing for the amount of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis all amounts which are unsatisfied amounts under all capital contracts and contracts pertaining to works of a reading made within ten (10) days improvement entered into by Seller prior to the Closing by Seller’s supplierdate of this Agreement with respect to the Property including, without limitation, the costs identified on Exhibit O attached hereto. Seller shall remain responsible for satisfying any of such costs which were not credited (but were supposed to be credited) to Purchaser at Closing. (b) Seller will For purposes of calculating prorations, Purchaser shall be charged deemed to be in title to the Property, and, therefore, entitled to the income therefrom and credited responsible for the amounts of all of expenses thereof for the Proration Items relating to entire day upon which the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration TimeClosing occurs. The estimated Closing All such prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figuresnumber of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. Seller shall prepare a schedule of prorations and deliver it to Purchaser not less than two (2) business days prior to Closing. (c) The amount of such prorations shall be initially performed by Seller and Purchaser at Closing but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than six (6) months after the Closing (except with respect to property taxes, which shall be adjusted within ninety (90) days after the tax bills for the applicable period are received). Without limiting the generality of the foregoing, Seller and Purchaser agree that: (i) with respect to any year-end reconciliations of reimbursable expenses under the Leases, Seller and Purchaser shall cooperate to complete such reconciliations as soon as possible after the Closing but in no event later than May 31, 2013, with Seller responsible for amounts owing to tenants under the Leases, and entitled to amounts payable by tenants under the Leases (as the case may be), with respect to periods prior to the Closing, and with Purchaser responsible for amounts owing to tenants under the Leases, and entitled to amounts payable by tenants under the Leases (as the case may be), with respect to periods from and after the Closing (and, with respect to any such amounts payable to Seller, Purchaser agrees that it shall use commercially reasonable efforts to collect such amounts by billing tenants for such amounts; provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a final cash settlement will tenant owing any such amounts); (ii) with respect to any property tax appeals or reassessments filed by Seller for tax years prior to 2012, Seller shall be made between entitled to the full amount of any refund or rebate resulting therefrom (subject to any requirement under the Leases to pay to the tenants thereunder a share of any such refund or rebate, which shall be Seller’s sole obligation). Purchaser acknowledges having been advised by Seller that Seller is currently appealing property taxes for 2012. If Seller does not diligently pursue such appeal to completion following Closing, Seller shall assign its right to continue such tax appeal to Purchaser, and Purchaser shall have the right, but not the obligation, to continue the appeal. Seller and Purchaser shall share the amount of any rebate or refund resulting from the tax appeal for property taxes for 2012 (after first paying to Seller all costs and expenses incurred by Seller in pursuing such appeal or reassessment and, if the right to continue such claim is assigned to Purchaser as provided for in the immediately preceding sentence, after paying to Purchaser all costs and expenses incurred by Purchaser in pursuing such appeal or reassessment) in proportion to their respective periods of ownership of the Property for such tax year (with Seller and Purchaser each obligated for any amount of such refund or rebate required to be paid to the tenants under the Leases for its respective period of ownership of the Property for such tax year). To the extent not already approved by Seller prior to the date hereof, the settlement of any tax appeals or settlements for the year in which the Closing occurs (including, without limitation, any stipulation of settlement document) shall be subject to Purchaser. No prorations ’s prior written approval which approval shall not be unreasonably withheld, conditioned or denied; and (iii) in no event will there be made in relation any proration of insurance premiums under Seller’s existing policies of insurance relating to insurance premiumsthe Property, and Purchaser acknowledges and agrees that none of Seller’s insurance policies (or any proceeds payable thereunder, except as expressly provided for in Section 16 below) will not be assigned to Purchaser at the Closing, and Purchaser shall be solely obligated to obtain any and all insurance that it deems necessary or desirable. (d) Except as set forth in this Section 13, all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period on and after the Closing will be for the account of Purchaser. The provisions of this Section 10.4(b) will 13 shall survive the Closing for twelve (12) monthsClosing. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjustadjusted between Contributor and Acquiror or Subsidiary, as applivable, as of 11:59 p.m. the Closing Date, except as otherwise specified: 12.1. The amount of all security and other Tenant deposits, and interest due thereon, if any, shall be credited to Subsidiary or paid to Subsidiary at Closing. Any non-cash securities and documents deposited for such purposes shall be transferred to Subsidiary at Closing; 12.2. Subsidiary and Contributor shall divide the cost of any closing escrow fee charged by the Title Company hereunder equally between them; 12.3. All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat, and other services furnished to or provided for the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the day Closing Date, with Contributor paying those allocable to the period preceding the Closing Date (and Subsidiary being responsible for those allocable to the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters period commencing on the Real Property, final readings Closing Date; 12.4. General real estate taxes applicable to any of the Project due and final ▇▇▇▇▇▇▇▇ for utilities will payable in the year of Closing shall be made if possible prorated between Contributor and Subsidiary on the day before a daily basis as of the Closing Date, in which event no proration will be made at with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date. Contributor shall pay in full all so-called “green acres”, catch-up or other deferred taxes applicable to any of the Land as of the Closing Date, including any that are deferred until subdivision, platting, or development of the Land; 12.5. Contributor shall pay in full all new and special assessments (and charges in the nature of or in lieu of such assessments) that are assessed and levied with respect to utility billsany of the Land as of the Closing Date. If meter readings Subsidiary shall assume all special assessments (and charges in the nature of or in lieu of such assessments) pending with respect to any of the Land as of and levied after the Closing Date 12.6. Personal property taxes applicable to any of the Personal Property due and payable in the year of Closing shall be prorated between Contributor and Subsidiary on the day before a daily basis as of the Closing Date are not possiblebased upon a calendar year, then Seller will cause readings with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.7. Commissions of all said meters to be performed not more than five (5) days leasing and rental agents for, and tenant improvement costs related to, any Lease entered into as of or prior to the Closing Date, and a per diem adjustment whether with respect to base lease term, future expansions, renewals, or otherwise, shall be made for paid in full at or prior to Closing by Contributor, without contribution or proration from Subsidiary; 12.8. All rent and other charges payable by Tenants under the days between the meter reading date and Leases shall be prorated as of the Closing Date based between Contributor and Subsidiary on the most recent meter reading. Seller will be entitled to all deposits presently in effect a daily basis, with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than Contributor retaining those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating allocable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (and Subsidiary receiving those allocable to the “period commencing on the Closing Statement”)Date. The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid If at Closing a Tenant is delinquent in any payment required under its Lease, then, to the extent Subsidiary receives after Closing from such Tenant amounts in excess of all rent and other charges payable by Purchaser such Tenant to Seller (if Subsidiary pursuant to the prorations result in a net credit subject Lease, Subsidiary shall pay such excess to Seller) Contributor. Notwithstanding the foregoing, Subsidiary shall use commercially reasonable efforts to seek or by Seller to Purchaser (if collect any such delinquent amount; 12.9. Contributor shall pay all state deed tax regarding the prorations result in a net credit to Purchaser) by increasing or reducing the cash Deed to be delivered by Purchaser in payment Contributor to Subsidiary. Subsidiary shall pay the cost of recording the Deed; 12.10. Contributor will pay all service charges for and costs of the Purchase Price at Title Evidence, except that Subsidiary will pay all premiums required for the Closing. If the actual amounts issuance of the Proration Items are not known Title Policy described in Section 7.2; and 12.11. All other operating costs of the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date, with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date. To the extent any operating expenses of the Project (including real estate taxes and special assessments) are reimbursable by Tenants under the Leases, Subsidiary shall pay to Contributor the amount of such operating expenses actually paid by Contributor and reimbursable (but not yet reimbursed) by such Tenants under the Leases, and Subsidiary thereafter may collect and retain all Tenant reimbursements; and 12.12. Contributor shall pay all fees and expenses imposed by Contributor’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder and Subsidiary shall pay all fees and expenses imposed by Acquiror’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder. In the event of a discrepancy between the Closing Statement and the prorations will described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, Subsidiary shall be made at deemed to be in title to the Project, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing on Date. Subject to Section 12.8 above with respect to delinquent rents, amounts received by Subsidiary with respect to any period of time from and after the basis of the best evidence then available; thereafter, when actual figures are received, re-Closing Date shall belong to Subsidiary. All such prorations will shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration TimeClosing Date. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, Bills received by Seller after Closing and attributable that relate to any expenses incurred, services performed or other amounts allocable to the period following prior to the Proration Time. “Rental” as used herein includes fixed monthly rentalsClosing Date shall be paid, additional rentalsin cash, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Leaseby Contributor, to the extent due and owing. Distributions in respect of the same exceeds any expense stop specified in LP Units acquired by the Contributor shall begin to accrue from and after the Closing Date (notwithstanding the fact that such Leasedate may not be the applicable record date under the Partnership Agreement), retroactive rentals, all administrative charges, utility charges, tenant and the amount of distributions paid or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to be paid to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of Contributor for any Delinquent Rental. All sums collected by Purchaser in the month of Closing quarter shall be applied to prorated accordingly. The terms of this Section 12 shall survive the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders Closing indefinitely and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate merge into any existing agreements with Tenants relating to past rent dueconveyancing documents delivered at Closing.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the a. The following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date prorated and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned adjusted between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis day of the best evidence then available; thereafterClosing, when actual figures except as otherwise specified: i. General real estate, personal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the current tax year for the Property. ii. To the extent that Seller is responsible for utility charges, if any, and such other items that are receivedcustomarily prorated in transactions of this nature shall be ratably prorated. b. For purposes of calculating prorations, re-Purchaser shall be deemed to be in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations will shall be made on the basis of the actual figuresnumber of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall be initially performed by Seller and Purchaser at Closing but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser shall cooperate and use their best efforts to make such adjustments no later than one hundred and twenty (120) days after the Closing (except with respect to property taxes, which shall be adjusted within sixty (60) days after the tax bills, including supplemental tax bills, for the applicable period are received). Without limiting the generality of the foregoing, Seller and Purchaser agree that: i. with respect to any property tax appeals or reassessments filed by Seller for tax years prior to the year in which the Closing occurs, Seller shall be entitled to the full amount of any refund or rebate resulting therefrom and with respect to any property tax appeals or reassessments filed by Seller for the tax year in which the Closing occurs, Seller and Purchaser shall share the amount of any rebate or refund resulting therefrom (after first paying to Seller all costs and expenses incurred by Seller in pursuing such appeal or reassessment) in proportion to their respective periods of ownership of the Property for such tax year (with Seller and Purchaser each obligated for any amount of such refund or rebate required to be paid to any tenant for its respective period of ownership of the Property for such tax year. Seller shall reimburse Purchaser for any costs actually incurred by Purchaser that are reasonably necessary for Purchaser’s cooperation with Seller, if any, in Seller’s filing of property tax appeals or reassessments; and ii. in no event will there be any proration of insurance premiums under Seller’s existing policies of insurance relating to the Property, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and none of Seller’s insurance policies (or any proceeds payable thereunder, except as expressly provided for in Section 15 below) will not be assigned to Purchaser at the Closing, and Purchaser shall be solely obligated to obtain any and all insurance that it deems necessary or desirable. Except as set forth in this Section 12, all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period on and after the Closing will be for the account of Purchaser. The provisions of this Section 10.4(b) will 12 shall survive the Closing for twelve (12) monthsClosing. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Municipal improvement liens where the work has been completed or has physically commenced as of the Effective Date (certified liens) shall be paid by Seller or a credit shall be provided to Buyer on the closing statements at Closing; and municipal improvement liens which have been authorized but where the work has not commenced as of the Effective Date (pending liens) shall be assumed by Purchaser. (b) The following items as applicable shall be apportioned between the Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. midnight on the day immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”):Date. (i) RentsReal property taxes shall be prorated on the basis of the current year's taxes, in accordance with Section 10.4(c) belowif known, at the highest allowable discount. If the Closing shall occur before the amount of current taxes shall have been determined, such taxes shall be apportioned upon the basis of the taxes for the most recent calendar year available. (ii) Cash Security Deposits Fees for licenses and any prepaid rentspermits which are transferable to the Purchaser, together with any interest required to be paid thereonif any. (iii) Utility Fees for service and maintenance contracts assumed by Purchaser, if any. (iv) All current rent, common area maintenance charges payable by Seller("CAM Charges"), including, without limitation, electricity, water charges operating expenses and sewer charges. If there are meters on real estate tax pass through (the Real Property, final readings "Operating Expense Charges") and final ▇▇▇▇▇▇▇▇ for utilities will prepaid rents shall be made if possible on prorated and adjusted as of Midnight of the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days date prior to the Closing Date, provided, however, all rents, CAM Charges and a per diem adjustment shall be made for Operating Expense Charges which are delinquent more than fifteen (15) days (the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv"Delinquent Rents") Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration as of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect its best efforts, for a reasonable period of time after closing, to collect Delinquent Rents after the collection of Closing Date and any Delinquent Rental. All sums collected amounts received by Purchaser in the month of Closing from any party owing Delinquent rents shall first be applied to the month all Purchaser's costs of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders collection incurred, second, to rents and other specific services as described charges due for the months in which such payment is received by Purchaser, third, to rents and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant the charges attributable to Purchaserany period after closing, which are past due on the date of receipt, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will Delinquent Rents, which amounts, if any, shall be promptly remitted paid to Seller. Purchaser shall not modifybe obligated to file suit to collect Delinquent rents, amend if after good faith effort to collect, it determines, in its sole discretion, that said suit will either be unsuccessful or terminate any judgment obtained therefrom will be uncollectible. Seller shall be entitled to continue to prosecute any and all legal actions commenced by Seller prior to the date of closing but not against any tenant which remain in possession as tenant after closing. Purchaser and Seller acknowledge that CAM Charges and Operating Expense Charges are estimated. Nevertheless, Purchaser and Seller agree not to readjust the CAM Charges and the Operating Expense Charges for the year 1997 when the actual charges are determined. (v) All security and other deposits of existing agreements tenants, together with Tenants all interests accrued thereon, if any, as of the date of Closing, shall be transferred and assigned to Purchaser or Purchaser shall receive a credit at closing, for the amount of said deposits and Purchaser shall indemnify and hold Seller harmless from any claims for damages by tenants in regard to said deposits paid to Purchaser. (vi) At the option of the parties, the premiums on any transferable insurance policies relating to past rent duethe Property. (vii) Water and garbage collection charges and all other similar charges. (viii) Seller shall pay for, or cause to be paid for, all utilities furnished to the Property through the date immediately preceding the Closing Date: Purchaser shall assume payment of such utilities from the Closing Date. Seller shall withdraw all utility deposits made by it, and Purchaser shall make its own deposits for utilities. (c) After Closing, Purchaser will assume full responsibility for all unapplied security deposits and advance rental deposits currently held by Seller, if any, and transferred and paid over to Purchaser at closing. (d) The provisions of this Section 7 shall survive the Closing.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)time of closing, the following (collectively, the “Proration Items”):except as otherwise expressly provided herein: (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitationA. Water, electricity, water sewer, gas, telephone and other utility charges and sewer chargesbased, to extent practicable, on final meter readings and/or final invoices. B. Amounts paid or payable under any assigned maintenance or other service contracts shall be prorated as of the time of closing. C. Accrued general real estate taxes shall be prorated as of the time of closing. If there such bills are meters not available, then such taxes shall be prorated on the Real Propertybasis of 100% of the most recent ascertainable tax bills. D. Special Assessments - If at the time of Closing, final readings the Premises are affected by an assessment which is or may become payable in installments, then only those installments due prior to the date of the Closing shall be paid by the Seller, and final ▇▇▇▇▇▇▇▇ for utilities will all installments due subsequent to Closing shall be made if possible on the day before paid by Purchaser. E. Such other items that are customarily prorated in transactions of this nature shall be ratably prorated as of the Closing Date. Except as expressly provided herein, all prorations shall be final. The covenants and agreements set forth in which event no proration will this Paragraph shall survive the closing. F. As of Closing, Purchaser shall be made at responsible for the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings transfer of accounts and establishment of all said meters utility services to the real estate to the name of Purchaser, including the making of any new utility deposits with the utility providers. Seller shall be performed not more than five (5) days entitled to receive a refund of utility service deposits, if any, covering the period prior to the Closing Date. G. Real estate tax assessment reductions, tax refunds, and a per diem adjustment shall be made for the days between the meter reading date and credits received after the Closing Date based on after deducting the most recent meter readingexpenses of collection thereof including attorney’s fees which obligation shall survive the Closing that are: 1. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior Attributable to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If tax year during which the Closing Date occurs and thereafter shall occur be prorated between Seller and Purchaser; 2. Attributable to all tax years before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the ClosingSeller. I. To the extent tenants under Leases pay monthly estimates of common area maintenance charges, central plant charges, operating expenses, and similar expenses, but excluding real estate taxes (vi) The value collectively, "Charges"), Seller shall retain all interim payments of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days Charges received by Seller prior to the Closing by Seller’s supplierDate. Seller shall pay when due all invoices for the work or services provided which form the basis of the Charges. Seller retains the right to ▇▇▇▇ and collect from the tenants under the Leases for any shortfalls in the interim payments of Charges Seller has collected and Purchaser shall cooperate with Seller in collecting such amounts. J. To the extent tenants under Leases pay monthly estimates of real estate taxes (b) "Impounds for Taxes"), Seller shall credit Purchaser at Closing with the total of such Impounds for Taxes actually collected by Seller applicable to real estate taxes not yet due and payable as of the Closing Date. There will be charged no credit to Purchaser for shortfalls by tenants in any accounts or for tenants who pay portions of real estate taxes upon presentation of real estate tax bills, except to the extent Seller has collected sums from such tenants and credited for the amounts not applied such sums to real estate taxes then due and payable. K. The amount of all of the Proration Items relating refundable security deposits and other tenants deposits under Leases that are in Seller's possession except to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser extent applied prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. credited to Purchaser. L. The proration amount of any other credits due tenants shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit credited to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Prorations and Adjustments. The Group II/III Purchase Price, the Group IV Purchase Price and the Group V Purchase Price shall be determined by increasing or decreasing the Estimated Purchase Price as required to effectuate the proration of revenues and expenses as provided for herein and subject to the provisions of Section 6.10 hereof with respect to the Group IV Stations. All revenues and all expenses arising from the operation of any Station, including tower rental, business and license fees, utility charges, real and personal property taxes and assessments levied against its Assets, property and equipment rentals, applicable copyright or other fees, including program license payments, sales and service charges, taxes (except for taxes arising from the transfer of the Assets under this Agreement), employee compensation, including wages, salaries, accrued vacation, sick leave, personal days and commissions for each employee of Seller who becomes an employee of Buyer, music license fees and Purchaser agree similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with GAAP and to prorate and/or adjusteffect the principle that Seller shall receive all revenues (other than Accounts Receivable) and shall be responsible for all expenses, as of 11:59 p.m. costs and liabilities (including, without limitation, performance bonuses payable to the Assumed Employees allocable to the period prior to the Effective Time based on the day preceding pro rata accrual of such bonuses over the Closing Date calendar year on a straight line basis) allocable to the operations of any Station for the period prior to the applicable Effective Time, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and liabilities (including, without limitation, performance bonuses payable to the “Proration Time”)Assumed Employees allocable to the period after the Effective Time based on pro rata accrual of such bonuses over the calendar year on a straight line basis) allocable to the operations of any Station for the period after the applicable Effective Time in accordance with GAAP, subject to the following (collectively, the “Proration Items”):following: (i1) RentsThere shall be no adjustment for, and Seller shall remain solely liable with respect to, any Excluded Contracts and any other obligation or liability not being assumed by Buyer in accordance with Section 10.4(c) below2.7. (ii2) Cash Security Deposits and any prepaid rentsNo adjustment or proration shall be made in favor of Seller for the amount, together with any interest required if any, by which the value of the goods or services to be paid thereon. (iii) Utility charges payable received by Sellerall the Stations in the aggregate under their trade or barter agreements as of the Effective Time for such Stations exceeds the value of any advertising time remaining to be run by such Stations as of the Effective Time. For purposes of this Agreement, including, without limitation, electricitythis Section 2.5 and Section 5.1, water charges the liability for performance obligations relating to advertising time under any trade or barter agreements shall be valued according to the applicable Station's prevailing rates as of the Effective Time, and sewer chargesgoods, services or other items being received shall be valued in accordance with GAAP as of the Effective Time. (3) An adjustment or proration shall be made in favor of Buyer to the extent, if any, that (a) the value of the goods or services to be received by all the Group II/III Stations, the Group IV Stations, the Group V Stations and the Businesses (as defined in the Group I Purchase Agreement) under their trade or barter agreements as of the applicable Effective Time in the aggregate is more than $150,000 less than the value of any advertising time remaining to be run by such Stations and Businesses (as defined in the Group I Purchase Agreement) thereunder as of the applicable Effective Time (a "Negative Balance") and (b) Buyer has not expressly consented to the trade or barter agreements giving rise to such Negative Balance (and the allocation of such Negative Balance among the Businesses, Group II/III Stations, Group IV and Group V Stations shall be made by Seller, in its sole discretion). (b) Manner of Determining Prorations and Adjustments. If there are meters on The Group II/III Purchase Price, Group IV Purchase Price and Group V Purchase Price, taking into account the Real Propertyadjustments and prorations pursuant to Section 2.5(a), final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on determined in accordance with the day before the Closing Date, in which event no proration will be made at the Closing with respect following procedures: (1) Seller shall prepare and deliver to utility bills. If meter readings on the day before the Closing Date are Buyer not possible, then Seller will cause readings of all said meters to be performed not more later than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Business Days before each Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts a preliminary settlement statement which Purchaser has elected not to assume by written notice to Seller prior to the expiration shall set forth Seller's good faith estimate of the Evaluation Period. adjustments or prorations under Section 2.5(a) (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportionedeach, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing "Preliminary Settlement Statement”"). The Closing StatementPreliminary Settlement Statement (A) shall contain all information reasonably necessary to determine the adjustments or prorations under Section 2.5(a), once agreed upon, shall including appropriate supporting documentation and such other information as may be signed reasonably requested by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the LeaseBuyer, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant adjustments or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases prorations can be determined or from other occupants or users estimated as of the Property. Rental is “Delinquent” when it was due prior to date of the Closing Date, Preliminary Settlement Statement and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing (B) shall be applied certified by an officer (but without personal liability to the month such officer) on behalf of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders Seller to be true and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant complete to Seller's knowledge. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.The "Preliminary

Prorations and Adjustments. At Closing, interest on the Existing Indebtedness (a) if being assumed by Purchaser), rents, all real property taxes, water rents, sewer charges, electric and other utility charges, fuel if any, operating expenses, special assessments, if any, and other similar charges affecting the Property shall be adjusted and prorated as of midnight of the day prior to the Closing Date, the day of Closing being a day of income and expense for the Purchaser. If Purchaser elects to assume the Existing Indebtedness, Seller shall assign to Purchaser at Closing all of Seller’s right, title and interest in and to the reserves held by the Lender as of the Closing Date, as described on Exhibit D hereto. The amount of reserves so assigned will be credited to Seller and paid by Purchaser agree on the Closing Date. To the extent practicable, Seller shall attempt to prorate and/or adjust, as of 11:59 p.m. have utility providers read the meters for the Property on the day prior to Closing for purposes of making such prorations and adjustments. All other charges or fees customarily prorated and adjusted in similar transactions shall be adjusted at Closing. All security deposits under the Leases (together with any accrued interest thereon as may be required by law or contract) shall be paid or credited to Purchaser as of the date of Closing, and to the extent Seller has any security deposits held in the form of a letter of credit, such letters of credit shall be assigned to Purchaser as of the Closing Date, with any costs associated with assigning the letters of credit to the Purchaser to be borne by the Seller. All rent (other than prepaid rent) payable by the Tenants of the Property shall be adjusted (prorated) as of the Closing Date and paid in accordance with the following provisions: (i) Any Basic Rent and any monthly estimated common area maintenance (“CAM”) and real estate tax payments, and any other monthly charges under any of the Leases which are attributable to the month in which the Closing occurs, shall be adjusted as of the Closing, with Seller being entitled to the portion thereof attributable to the period of the month immediately preceding the Closing Date and Purchaser entitled to the balance of such monthly installment. The party receiving such payment after Closing shall pay over to the other party within five (the “Proration Time”)5) Business Days following receipt, the following (collectively, portion of the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowinstallment to which the other party is entitled. (ii) Cash Security Deposits Purchaser shall be entitled to all Basic Rent and other sums due under the Leases to the extent collected on any prepaid rentsdate after the Closing, together with the exception of (a) any interest required common area maintenance (CAM), tax and insurance adjustment payments by Tenants attributable to be paid thereon. periods prior to the Closing, as described in this Subsection (ii) below; (b) the Basic Rent, estimated CAM charge payments and other monthly charges for the Closing month to which Seller is entitled under (i) above, and (c) to the extent specified in Subsection (iii) Utility charges below, rentals paid by the Tenants on account of rental arrearages for periods preceding the Closing. Any CAM, tax or insurance adjustment payments by Tenants which are payable on an annual basis after the conclusion of each calendar year will be adjusted as of Closing, with Seller being entitled to the portion thereof attributable to the period of the year immediately preceding the Closing Date and Purchaser being entitled to the balance of such payment. Purchaser shall pay over to Seller within five (5) Business Days following receipt the portion of the installment to which the Seller is entitled (which such payment shall be accompanied by a statement showing Purchaser’s calculation of Seller, including, without limitation, electricity, water charges and sewer charges’s pro rata portion). If there are meters on the Real Property, final readings and final Purchaser agrees that adjustment ▇▇▇▇▇▇▇▇ to Tenants for utilities will be made if possible on the day before the Closing DateCAM, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made taxes or insurance premiums for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax accounting year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing billed by Purchaser to Tenants on a timely basis in accordance with the respective Leases (and Seller (if the prorations result in a net credit hereby agrees to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by cooperate with Purchaser in payment determining the amount of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific adjustment ▇▇▇▇▇▇▇▇ ▇). Additionally, any post-Closing tenant payments of amounts for tenant work orders special services provided by Seller prior to the Closing Date which were specifically billed by Seller prior to the Closing Date shall be remitted by Purchaser to Seller within five (5) Business Days following Purchaser’s receipt thereof. (iii) Rent which is due, but uncollected, as of the Closing shall not be adjusted, but Purchaser shall cause the rent for the period prior to Closing to be remitted to Seller if, as and other specific services when collected, less any reasonable, out-of-pocket expenses incurred by Purchaser for such collection; provided, that, except with respect to Basic Rental for the Closing month, which shall be treated as described specified in and governed (i) above, all rents collected subsequent to Closing by Section 10.4(e) below) will Purchaser shall first be applied first to current rentals then due which have accrued subsequent to Closing and any remaining amounts owed by shall be applied to rental arrearages as of Closing. Similarly, if Seller receives any Basic Rent or other sums under the Leases which are payable to Purchaser under this Section 9.2, then Seller shall promptly deliver such Tenant sums to Purchaser. Purchaser, at Seller’s request, will use reasonable efforts for a period of ninety (90) days after the Closing Date to collect past due rental amounts or other payments owed to Seller in accordance with this Section 9.2. Seller shall have no right to take any collection actions against Tenants. All adjustment items to the extent they cannot be precisely determined at Closing (or to the extent found to be erroneous after the Closing), shall be estimated at Closing and then delinquencies owed shall be resolved by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duethe parties in good faith no later than sixty (60) days after the Closing.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. the day of the Closing based on the day preceding the Closing Date periods to which they relate and are applicable (the “Proration Time”regardless of when payable), the following (collectively, the “Proration Items”):except as otherwise specified: (i) RentsNon-delinquent general real estate, in accordance with Section 10.4(c) belowpersonal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the current tax year for the Property. (ii) Cash Security Deposits Non-delinquent utility charges, if any, and any prepaid rents, together with any interest required to such other items that are customarily prorated in transactions of this nature shall be paid thereonratably prorated. (iii) Utility Rent and other charges payable under the Leases shall be prorated. Rents and other charges under the Leases which are unpaid or delinquent as of the Closing shall not be prorated, and rents and other amounts received by SellerPurchaser after the Closing from a tenant owing such delinquent rent or other charges shall be applied (A) first, includingto rents due from such tenant for the month in which such payment is received by Purchaser; (B) second, without limitation, electricity, water charges and sewer charges. If there to rents attributable to any period after the Closing which are meters past due on the Real Propertydate of receipt; and (C) finally, final readings to rents and final ▇▇▇▇other charges delinquent as of the Closing (and Purchaser promptly shall remit such amounts to Seller). Purchaser agrees that it shall use commercially reasonable efforts to collect any such delinquent rents by continuing to ▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements tenants for any deposits with delinquent rents (provided, however, that Purchaser shall have no obligation to terminate the utility providersLease or to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent rents). (iv) Amounts payable The amount of all unapplied security deposits under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes Leases shall be upon the basis of the tax rate for the preceding year applied credited to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaPurchaser; provided, however, that if any increase tenant security deposit is in the assessed value form of a letter of credit, there shall be no credit against the Purchase Price with respect to any such tenant security deposit. At Closing, Seller shall deliver an original of each letter of credit serving as a tenant security deposit to Purchaser through escrow along with the documents executed by Seller that are required to be executed by Seller to transfer such letter of credit to Purchaser. Following Closing, Purchaser shall, at Seller’s cost and expense, deliver the same, along with any required fees paid by Seller, to the issuing bank so that the same can be processed and transferred to Purchaser. (v) Except as hereinbelow expressly provided, Seller is responsible for the tenant improvement costs and/or tenant improvement allowances (including space planning and architectural costs) and leasing commissions due in connection with the current term of all of the Property results from improvements made Leases entered into on or before April 30, 2013, and those remaining to be paid are identified on Exhibit N attached hereto. To the extent that any of the same have not been paid as of the Closing, Seller shall provide Purchaser a credit against the Purchase Price at Closing, and Purchaser shall, to the Property by Purchaserextent of such credit, then be responsible for the same after the Closing. Purchaser shall be solely responsible responsible, without a credit against the Purchase Price, for (i) all leasing commissions and tenant improvement costs due in connection with new leases or any increase extensions, renewals or expansions by any tenants after April 30, 2013, to the extent the amount of such commissions and tenant improvement costs were disclosed to Purchaser in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years writing prior to the tax year expiration of the Due Diligence Period or otherwise approved by Purchaser in which connection with Purchaser’s approval of any such new lease, lease extension, renewal or expansion, and (ii) the leasing commissions and tenant improvement costs due in connection with the leases or potential leases or lease renewals or expansions with the parties described on Exhibit S attached hereto to the extent such tenant improvement costs and leasing commissions are disclosed in Exhibit S attached hereto or are otherwise hereafter approved (or deemed approved) by Purchaser pursuant to Section 10(a). At Closing, Purchaser will pay to Seller (or the credit from Seller to Purchaser shall be reduced by) an amount equal to the sum of (x) the portion of any leasing commissions, tenant improvement costs and other expenses, including reasonable attorneys’ fees, actually paid by Seller after the Effective Date and prior to Closing occurs shall belong solely pursuant to Sellerthe negotiation and execution of any new leases or renewal or expansion of any Lease approved (or deemed approved) by Purchaser pursuant to Section 10(a), regardless of whether and only to the extent such refunds amounts were disclosed to Purchaser in writing and approved (or deemed approved) by Purchaser pursuant to Section 10(a), plus (y) an amount equal to any leasing commissions and tenant improvement costs disclosed on Exhibit S that are paid or credits are given before or after Closing. Any tax refunds or credits attributable by Seller prior to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value Purchaser shall be entitled to a credit against the Purchase Price at Closing for any and all remaining abated rent after Closing, reflected on Exhibit G attached hereto. (vii) Purchaser shall be credited at Closing for all unsatisfied amounts under all capital contracts and contracts pertaining to works of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days improvement entered into by Seller prior to the Closing by Seller’s supplierdate of this Agreement with respect to the Property including, without limitation, the costs identified on Exhibit O attached hereto. Seller shall remain responsible for satisfying any of such costs which were not credited (but were supposed to be credited) to Purchaser at Closing. (b) Seller will For purposes of calculating prorations, Purchaser shall be charged deemed to be in title to the Property, and, therefore, entitled to the income therefrom and credited responsible for the amounts of all of expenses thereof for the Proration Items relating to entire day upon which the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration TimeClosing occurs. The estimated Closing All such prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a final cash settlement will be made between three hundred sixty-five (365) day year. Seller shall prepare a schedule of prorations and Purchaser. No prorations will be made in relation deliver it to insurance premiums, and Seller’s insurance policies will Purchaser not be assigned less than two (2) business days prior to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsClosing. (c) Purchaser will receive a credit on the Closing Statement for the prorated The amount (as of the Proration Time) of all Rental previously paid to or collected such prorations shall be initially performed by Seller and Purchaser at Closing but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than six (6) months after the Closing (except as provided in clause (B) below and with respect to property taxes, which shall be adjusted within ninety (90) days after the tax bills for the applicable period are received). Without limiting the generality of the foregoing, Seller and Purchaser agree that: (i) (A) Seller has completed and sent to the tenants under the Leases year-end reconciliations of reimbursable expenses under the Leases for the year ending December 31, 2012. Seller is responsible for providing Purchaser with a credit against the Purchase Price at Closing for any amounts that the tenants under Leases overpaid during 2012, but only to the extent such amounts have not been paid to such tenants prior to Closing or credited to such tenants’ rent obligations attributable to any period following the Proration Time. After the Closingaccruing prior to Closing (with respect to any such amounts that have been paid to tenants prior to Closing or credited to such tenants’ rent obligations, Seller will cause Purchaser shall be entitled to be paid or turned over written evidence thereof reasonably satisfactory to Purchaser all Rentalconfirming the same), if anyand Seller is entitled to any amounts (if, and when, received by Seller after Closing and attributable to any period following from the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants tenants) that tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Dateunderpaid during 2012 (and, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current such amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant payable to Seller. Any sums due Seller will be promptly remitted , Purchaser agrees that it shall use commercially reasonable efforts to Seller. collect such amounts by billing tenants for such amounts, provided, however, that Purchaser shall not modifyhave no obligation to institute legal proceedings, amend or terminate including an action for unlawful detainer, against a tenant owing any existing agreements with Tenants relating to past rent due.such amounts);

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. In addition, the parties shall prorate and adjust utility charges in accordance with local custom. (iv) Amounts payable under the Apex Agreement, and under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) At Closing, interest on the Existing Indebtedness, rents, all real property taxes, water rents, sewer charges, electric and other utility charges, fuel if any, operating expenses, special assessments, if any, and other similar charges affecting the Property shall be adjusted and prorated as of midnight of the day prior to the Closing Date, the day of Closing being a day of income and expense for the Purchaser. Seller shall assign to Purchaser at Closing all of Seller’s right, title and interest in and to the reserves held by the Lender as of the Closing Date, as described on Exhibit D hereto. The amount of reserves so assigned will be credited to Seller and paid by Purchaser agree on the Closing Date. To the extent practicable, Seller shall attempt to prorate and/or adjust, as of 11:59 p.m. have utility providers read the meters for the Property on the day prior to Closing for purposes of making such prorations and adjustments. All other charges or fees customarily prorated and adjusted in similar transactions shall be adjusted at Closing. All security deposits under the Leases (together with any accrued interest thereon as may be required by law or contract) shall be paid or credited to Purchaser as of the date of Closing, and to the extent Seller has any security deposits held in the form of a letter of credit, such letters of credit shall be assigned to Purchaser as of the Closing Date, with any costs associated with assigning the letters of credit to the Purchaser to be borne by the Seller. All rent (other than prepaid rent) payable by the Tenants of the Property shall be adjusted (prorated) as of the Closing Date and paid in accordance with the following provisions: (i) Any Basic Rent and any monthly estimated common area maintenance (“CAM”) and real estate tax payments, and any other monthly charges under any of the Leases which are attributable to the month in which the Closing occurs, shall be adjusted as of the Closing, with Seller being entitled to the portion thereof attributable to the period of the month immediately preceding the Closing Date and Purchaser entitled to the balance of such monthly installment. The party receiving such payment after Closing shall pay over to the other party within five (the “Proration Time”)5) Business Days following receipt, the following (collectively, portion of the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowinstallment to which the other party is entitled. (ii) Cash Security Deposits Purchaser shall be entitled to all Basic Rent and other sums due under the Leases to the extent collected on any prepaid rentsdate after the Closing, together with the exception of (a) any interest required common area maintenance (CAM), tax and insurance adjustment payments by Tenants attributable to be paid thereon. periods prior to the Closing, as described in this Subsection (ii) below; (b) the Basic Rent, estimated CAM charge payments and other monthly charges for the Closing month to which Seller is entitled under (i) above, and (c) to the extent specified in Subsection (iii) Utility charges below, rentals paid by the Tenants on account of rental arrearages for periods preceding the Closing. Any CAM, tax or insurance adjustment payments by Tenants which are payable on an annual basis after the conclusion of each calendar year will be adjusted as of Closing, with Seller being entitled to the portion thereof attributable to the period of the year immediately preceding the Closing Date and Purchaser being entitled to the balance of such payment. Purchaser shall pay over to Seller within five (5) Business Days following receipt the portion of the installment to which the Seller is entitled (which such payment shall be accompanied by a statement showing Purchaser’s calculation of Seller, including, without limitation, electricity, water charges and sewer charges’s pro rata portion). If there are meters on the Real Property, final readings and final Purchaser agrees that adjustment ▇▇▇▇▇▇▇▇ to Tenants for utilities will be made if possible on the day before the Closing DateCAM, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made taxes or insurance premiums for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax accounting year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing billed by Purchaser to Tenants on a timely basis in accordance with the respective Leases (and Seller (if the prorations result in a net credit hereby agrees to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by cooperate with Purchaser in payment determining the amount of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific adjustment ▇▇▇▇▇▇▇▇ ▇). Additionally, any post-Closing tenant payments of amounts for tenant work orders special services provided by Seller prior to the Closing Date which were specifically billed by Seller prior to the Closing Date shall be remitted by Purchaser to Seller within five (5) Business Days following Purchaser’s receipt thereof. (iii) Rent which is due, but uncollected, as of the Closing shall not be adjusted, but Purchaser shall cause the rent for the period prior to Closing to be remitted to Seller if, as and other specific services when collected, less any reasonable, out-of-pocket expenses incurred by Purchaser for such collection; provided, that, except with respect to Basic Rental for the Closing month, which shall be treated as described specified in and governed (i) above, all rents collected subsequent to Closing by Section 10.4(e) below) will Purchaser shall first be applied first to current rentals then due which have accrued subsequent to Closing and any remaining amounts owed by shall be applied to rental arrearages as of Closing. Similarly, if Seller receives any Basic Rent or other sums under the Leases which are payable to Purchaser under this Section 9.2, then Seller shall promptly deliver such Tenant sums to Purchaser. Purchaser, at Seller’s request, will use reasonable efforts for a period of ninety (90) days after the Closing Date to collect past due rental amounts or other payments owed to Seller in accordance with this Section 9.2. Seller shall have no right to take any collection actions against Tenants. All adjustment items to the extent they cannot be precisely determined at Closing (or to the extent found to be erroneous after the Closing), shall be estimated at Closing and then delinquencies owed shall be resolved by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duethe parties in good faith no later than sixty (60) days after the Closing.

Prorations and Adjustments. (a) Seller All revenue and Purchaser agree to prorate and/or adjust, as expenses arising from the operation of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will Stations and the CBS Stations that are ▇▇▇▇▇▇▇ Station Assets and CBS Assumed Obligations or CBS Station Assets and ▇▇▇▇▇▇▇ Assumed Obligations shall be made if possible prorated between CBS and ▇▇▇▇▇▇▇ in accordance with generally accepted accounting principles (“GAAP”) as of 12:01 a.m. on the day before of Closing (the “Effective Time”). Such prorations shall include without limitation any proration required by Section 5.7, all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 11.2), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under contracts and similar prepaid and deferred items, as well as accrued but unused vacation and personal days (but not sick days). Each conveying party shall receive a credit for deposits and prepaid expenses. Sales commissions related to the sale of advertisements broadcast prior to Closing Dateshall be the responsibility of conveying party, and sales commissions related to the sale of advertisements broadcast after Closing shall be the responsibility of the acquiring party. (b) With respect to trade, barter or similar agreements for the sale of air time or website inventory in which event exchange for goods or services that are included in the ▇▇▇▇▇▇▇ Station Contracts or CBS Station Contracts, as applicable, there shall be no proration will or adjustment, unless the net aggregate barter liability exceeds $175,000, defined as trade liabilities less trade assets. In determining barter balances, the value of air time and website inventory shall be made at the Closing calculated in accordance with respect to utility bills. If meter readings on the day before the Closing Date are not possibleGAAP, then Seller will cause readings of all said meters and corresponding goods and services shall include those to be performed received after Closing, plus those received before Closing, to the extent conveyed to the acquiring party. For avoidance of doubt, inventory under program contracts, which is sometimes referred to as “barter,” is not more than considered barter for purposes of determining trade balances. (c) At least five (5) business days prior to the Closing Date, and the conveying party shall provide the acquiring party with a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration good faith estimate of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (prorations contemplated by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date 1.6 (the “Closing Estimated Settlement Statement”). The Closing Statement, once Any payment agreed upon, to by the parties pursuant to the Estimated Settlement Statement shall be signed made by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price appropriate party at the Closing. If the actual amounts of the Proration Items are not known as of Closing in accordance therewith. (d) Within sixty (60) days after the Closing Date, the prorations will be acquiring party shall prepare and deliver to the conveying party a proposed proration of assets and liabilities in the manner described in this Section 1.6, as of the Effective Time, that takes into account any proration made at Closing on (the basis of “Settlement Statement”), setting forth the best evidence then available; thereafterprorations, when actual figures are receivedtogether with a schedule or spreadsheet setting forth, re-prorations will be made on in reasonable detail, the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthscomponents thereof. (ce) Purchaser will receive a credit on During the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any 30-day period following the Proration Time. After receipt of each Settlement Statement (i) the Closing, Seller will cause to be paid or turned over to Purchaser all Rentalconveying party and its independent auditors, if any, received by Seller after Closing shall be permitted to review and attributable to any period following make copies reasonably required of (A) the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share financial statements of building operation and maintenance costs and expenses as provided for under the Lease, acquiring party relating to the extent Settlement Statement; (B) the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users working papers of the Property. Rental is “Delinquent” when it was due prior acquiring party and its independent auditors, if any, relating to the Closing Date, Settlement Statement; (C) the books and payment thereof has not been made on or before records of the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect acquiring party relating to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.Settlement Statement; and

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles consistently applied (a"GAAP") Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day date immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, includingDate. Such prorations shall include, without limitation, electricityany prepayments on Time Sales Agreements for time to be aired after the Closing, water charges all ad valorem, real estate and sewer chargesother property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), any vacation leave accrued for Transferred Employees assumed by Buyer hereunder, utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. If there are meters Real estate taxes shall be apportioned on the Real Propertybasis of taxes assessed for the preceding year, final readings with a reapportionment, if any, as soon as the new tax rate and final ▇▇▇▇▇▇▇▇ for utilities will valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.2, to the extent practicable, shall be made if possible on the day before Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, in which event no an adjustment and proration will shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the Closing with time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer. With respect to utility bills. If meter readings Trade Agreements, if there exists on the day before the Closing Date are not possiblean aggregate negative trade balance in excess of $800,000 in the aggregate for all Stations determined in accordance with GAAP, then such excess will be treated as prepaid time sales and adjusted for as a proration in Buyer's favor, but no adjustment in favor of Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based any positive trade balance existing on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. 9.1 Collected rents, operating expenses, ad valorem taxes on the Property for the current year, utility charges and all other items (aincluding prepaid items) Seller of income and Purchaser agree to prorate and/or adjustexpense shall be prorated at the Closing, effective as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at utilizing the Closing with respect to utility billsbest available computations of such items. If meter readings on the day before the Closing Date current ad valorem tax assessments are not possibleunavailable at Closing, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate ad valorem taxes shall be upon the basis of adjusted based on the tax rate for the immediately preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result value of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaProperty; provided, however, that if all special tax assessments made by any increase in the assessed value of the Property results from improvements made taxing authority with respect to the Property Project prior to Closing shall be the sole responsibility of Seller and shall be paid by Seller at Closing and those assessed after the Closing Date shall be paid by Purchaser. If the taxes for the current year are more or less than the taxes for the preceding year, then Seller and Purchaser shall be solely responsible adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment, and this covenant shall not merge with the Deed delivered hereunder but shall survive the Closing. Purchaser shall receive a credit for any increase in taxes attributable theretotenant security deposits that are not yet forfeited. With respect to tax appealsdelinquent rents, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership agree that only amounts paid in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days rent to Seller prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period periods after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental that delinquent rents will not be prorated. Purchaser agrees In the event there are rents due but unpaid on the Closing Date which are collected after Closing by Purchaser, that portion of the rent paid for periods prior to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected delivered by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall have the obligation to take all reasonable efforts to collect delinquent rents owing to Seller, provided that Purchaser shall not modify, amend be obligated to file suit or terminate incur any existing agreements with Tenants out-of-pocket expenses to collect delinquent rents. Any funds paid by any tenant after Closing shall be applied first to the current rents due and owing to Purchaser and the balance to the oldest outstanding delinquent rents. If Seller receives any rents after Closing relating to past rent dueperiods of time after Closing, Seller shall remit such rents to Purchaser.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree as of the day of the Closing, except as otherwise specified: (i) Ad valorem taxes and similar taxes/assessments relating to prorate and/or adjust, the Property for the most recently ascertainable ad valorem taxes and similar taxes/assessments shall be prorated between Seller and Purchaser as of 11:59 p.m. on the day preceding prior to the Closing Date. Adjustments shall be made promptly after the issuance of such ad valorem taxes and assessments for the fiscal year in which the Closing Date (occurs and in the “Proration Time”)fiscal year prior to the fiscal year of the Closing if applicable, and a final adjustment shall be made no later than the following (collectively, last date of the “Proration Items”): (i) Rents, next fiscal year when the actual taxes are known. Any assessments after the Closing Date for prior years due to a change in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on land usage or ownership or other change in tax status of the Real Property, final readings shall be prorated between Seller and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible Purchaser as of 11:59 p.m. on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem final adjustment shall be made for no later than the days between last date of the meter reading date and the Closing Date based on the most recent meter reading. Seller will fiscal year in which any such assessment shall be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersissued. (ivii) Amounts payable All ordinary operating expenses and charges of the Property including, without limitation, public utility charges, maintenance, management and other service charges (including ad valorem tax appeal contracts), expenses and charges under any service agreements (including, without limitation, the Service Contracts Contracts), and all other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior normal operating charges with respect to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes Property shall be upon prorated at Closing effective as of 11:59 p.m. on the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent day prior to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts exact amount of the Proration Items are any item to be prorated is not known as of the Closing Date, the prorations proration shall be based upon a reasonable estimate thereof made by Seller and as soon after the Closing as the exact amount of the item is known, the proration shall be adjusted, if necessary, and appropriate cash adjustments shall be made by Purchaser and Seller if necessary. (iii) If any refund of ad valorem taxes or similar taxes/assessments relating to the Property is made after the Closing Date for a period prior to the Closing, the same shall be applied to the costs incurred in obtaining same and the balance to Seller. Except as set forth in this Section 14, all items of income and ----------- expense which accrue for, the period prior to the Closing will be made at for the account of Seller and all items of income and expense which accrue for the period on and after the Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on for the basis account of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will 14 shall survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.----------

Prorations and Adjustments. (a) Seller The following items shall be paid, prorated and Purchaser agree to prorate and/or adjust, adjusted as of 11:59 p.m. on the day preceding the Closing Date as follows: 7.1. General real estate taxes for 2007 and 2008 levied against the Property which are not then due and payable shall be prorated at closing based on one hundred percent (100%) of the amount determined by multiplying the most recent assessed valuation of the Property by the most recent tax rate and state equivalization factor. The tax prorations shall be reprorated upon the issuance of the actual tax bills for 2007 and 2008. This provision shall survive the Closing Date. 7.2. Seller shall, pursuant to the terms of a post-closing occupancy agreement (the “Proration TimePost-Closing Occupancy Agreement”), retain use and occupancy of the following Improvements on the Milwaukee Parcel for a period not less than nine (collectively9) months and not more than eighteen (18) months, at a monthly use and occupancy charge of Seventy-Five Thousand and 00/100 Dollars ($75,000.00), payable on the “Proration Items”): first day of each calendar month during the term of said Post-Closing Occupancy Agreement. Seller shall also pay to Purchaser fifty percent (50%) of all (i) Rentsreal estate taxes, in accordance with Section 10.4(c) below. and (ii) Cash Security Deposits insurance premiums for casualty and liability insurance relating to the Building during the term of the Post-Closing Occupancy Agreement. The Post-Closing Occupancy Agreement will provide that Seller may terminate its Post-Closing Occupancy Agreement at any prepaid rentstime after nine (9) months have elapsed, together with any interest required but Seller shall give Purchaser not less than thirty (30) days prior written notice of Seller’s intention to be paid thereon(i) terminate the Lease, and (ii) vacate and surrender possession of the Milwaukee Parcel to Purchaser. (iii) Utility 7.3. All charges payable by Seller, including, without limitationfor gas, electricity, water water, telephone and all other utilities shall be paid by Seller through and including the date that Seller terminates the Lease and surrenders possession of the Milwaukee Parcel to Purchaser. Final meter readings shall be ordered by Seller as of said date. There shall be no proration of utility charges and sewer charges. If there are meters on the Real PropertyClosing Date. 7.4. Rent due from tenants under the Leases shall be prorated as of the Closing Date. 7.5. On the Closing Date, final readings Seller shall give Purchaser cash credits for all (i) tenant security deposits (including accrued interest thereon owed to tenants, if any) paid by tenants under the Leases, and final ▇▇▇▇(ii) unapplied real estate tax escrow payments made by tenants under the Leases. 7.6. Any prepaid amounts under any service contracts which Purchaser has expressly agreed in writing to assume shall be prorated as of the Closing Date. 7.7. Owner’s title insurance charges, surveyor’s fees, transfer taxes imposed by the State of Illinois and ▇▇▇▇ County, one-half (1/2) of the deed and money escrow fee, one-half (1/2) of the N.Y. Style closing fee, the recording fees for utilities will releasing or discharging any encumbrances from the Property and all other customary seller’s charges shall be made if possible paid for by Seller. All loan title insurance charges, transfer taxes imposed by the City of Chicago, one-half (1/2) of the deed and money escrow fee, one-half (1/2) of the N.Y. Style closing fee and customary purchaser’s title and recording charges shall be paid for by Purchaser. 7.8. All accounts payable and other obligations incurred by Seller prior to the Closing Date relating to the Property shall be paid or performed by or on the day behalf of Seller on or before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to or as soon as practicable after the Closing Date, and a per diem adjustment shall be made Purchaser assumes no obligation or responsibility for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providerspayment or performance of such obligations. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. Special assessment liens which have been certified and physically commenced (acertified liens) as of the Closing shall be paid in full by Seller (and discharged such that the Subject Property is free of same) at the Closing. Special assessment liens which have been authorized, but where work has not been commenced and are pending (pending liens) as of the Closing shall be assumed by Purchaser. Real property taxes are to be prorated on a daily basis between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. midnight on the day preceding date of the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to Closing. Real property taxes shall be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters prorated on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration basis of the Evaluation Period. (v) Real estate taxes due and payable for the calendar then current year's tax, if known. If the Closing Date shall occur before at a date when the tax rate is then current year's taxes are not fixed, and the apportionment of real estate current year assessment is available, taxes shall will be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated upon the basis of the tax rate taxes for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versamost recent calendar year; provided, however, any tax proration based upon an estimate may at the request of either party be promptly readjusted when the current taxes are ascertained, and a statement to that effect is to be set forth on the Closing statement. All insurance (if any increase in not short rated by the assessed value Purchaser), water and sewer charges and all other apportionable operating costs, revenues, charges and expenses with respect to the Subject Property shall be prorated on a daily basis as of the Property results from improvements made Closing Date. Utilities shall be read on the Closing Date and the bills to such date paid by Seller. Seller shall be responsible for all operating expenses for the Property by period prior to Closing. All prepaid deposits for insurance, utilities, etc. shall, at Purchaser's option, then either be: (i) refunded to Seller at the Closing; or (ii) transferred to Purchaser in which event the proportionate amount thereof shall be credited to Seller. In the event Purchaser shall elect not to continue the present insurance coverage on the Subject Property, such coverage shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which terminated as of the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs and there shall be apportioned between Seller and Purchaser based on their respective periods no proration of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or creditsinsurance premium. The provisions of this Section 10.4(a)(v) Paragraph 11 shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. 8.1 Prior to Closing, the Owners and Cedar shall prepare a schedule of (ai) Seller those expenses that shall have been paid by the Partnership prior to the Closing Date but are attributable to a period from and Purchaser agree after the Closing Date (the "Prepaid Expenses"), and (ii) those revenues that shall have been received by the Partnership prior to prorate and/or adjustthe Closing Date but are attributable to a period from and after the Closing Date (the "Prepaid Revenues"). 8.2 To the extent that the Prepaid Expenses shall exceed the Prepaid Revenues (such excess, the "Prepaid Expense Excess"), (i) at Closing Cedar shall pay to the Owners an amount equal to the Prepaid Expense Excess, and (ii) Cedar shall be deemed to have made a capital contribution to the Partnership (the "Closing Adjustment Capital Contribution") equal to the amount of the Prepaid Expense Excess. 8.3 To the extent that the Prepaid Revenues shall exceed the Prepaid Expenses, such excess shall be contributed by the Owners to the Partnership, and the Owners shall not receive capital account credit on account thereof. 8.4 The following prorations and adjustments shall be made between the parties as of 11:59 p.m. on the day preceding the Closing Date (the “"Proration Time”), Date") on the following (collectively, basis of the “Proration Items”):actual number of days elapsed over the applicable period: (i) RentsAll fixed rents under Leases which are collected on or prior to the Proration Date in respect of the month (or other applicable collection period) in which the Closing occurs (the "Current Month"), shall be adjusted on a per diem basis based upon the number of days in accordance with Section 10.4(c) belowthe Current Month prior to the Proration Date and the number of days in the Current Month on and after the Proration Date. Any such rents that are allocable to the period from and after the Proration Date shall be deemed to be Prepaid Revenues. (ii) Cash Security Deposits If, on the Proration Date, any fixed rents are past due by any Tenant, and any prepaid rentsprovided the Owners have delivered to Cedar, together with any interest required in reasonable detail, a breakdown of all such past due amounts as of the Proration Date, Cedar agrees that the first moneys received by the Partnership from each such Tenant shall be disbursed as follows: (1) first, such moneys shall be applied to fixed rents in respect of the Current Month, it being agreed that one hundred percent (100%) of the fixed rent that is attributable to the portion of the Current Month prior to the Proration Date shall be paid thereonto the Owners and the balance shall be retained by the Partnership; (2) second, to the Partnership until all fixed rents owing by all such Tenants for any period after the Current Month through the month in which payment is received have been paid in full; (3) third, to the Owners until all fixed rents owing by all such Tenants for periods prior to the Current Month have been paid in full; and (4) fourth, the balance, if any, shall be paid to the Partnership. Each party agrees to remit reasonably promptly to the other the amount of such rents to which such party is so entitled and to account to the other party monthly in respect of same. The fixed rents received by the Partnership after the Proration Date shall be apportioned and remitted, if applicable, as hereinabove provided. (iii) Utility If the Proration Date shall occur prior to the time when any rental payments for fuel pass-alongs, so-called escalation rent or charges payable by Sellerbased upon real estate taxes, includingoperating expenses, without limitationlabor costs, electricitycost of living increases, electrical charges, water charges and sewer charges. If there charges or like items (collectively, "Overage Rent") are meters on payable, then such Overage Rent for the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, applicable accounting period in which event no proration will the Proration Date occurs shall be made at apportioned subsequent to the Closing Closing, based upon the portion of such accounting period which occurs prior to the Proration Date (to the extent not theretofore collected by the Partnership, on account of such Overage Rent prior to the Proration Date), it being agreed that one hundred percent (100%) of the Overage Rent that is attributable to the portion of such accounting period that shall occur prior to the Proration Date shall be paid to the Owners and the balance shall be retained by the Partnership. In addition, the Partnership shall pay to the Owners one hundred percent (100%) of all Overage Rent that is paid subsequent to the Proration Date with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days an accounting period which expired prior to the Closing Proration Date, within thirty (30) days after receipt thereof by the Partnership. If, prior to the Closing, the Partnership shall collect any sums on account of Overage Rent or fixed rent for a year or other period, or any portion of such year or other period, beginning prior to but ending on or after the Proration Date, the portion of such sum allocable to the period from and a per diem adjustment after the Proration Date shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will deemed to be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersa Prepaid Revenue. (iv) Amounts Overage Rent payable under the Service Contracts other than those Service Contracts which Purchaser has elected not by Tenants based on an estimated amount and subject to assume by written notice to Seller prior adjustment or reconciliation pursuant to the expiration of related Leases subsequent to the Evaluation PeriodProration Date shall be apportioned as provided in subsection (iii) above and shall be re-apportioned as and when the applicable Tenant's actual obligation for such Overage Rent is reconciled pursuant to the applicable Lease. (v) Real Without duplication of any adjustment made pursuant to Section 8.4(A)(i) above, all prepaid fixed rent and Overage Rent that shall be received by the Partnership as of the Proration Date for periods on and after the Proration Date shall be deemed to be Prepaid Revenues. B. All real estate taxes due taxes, BID taxes, unmetered water and sewer charges, elevator inspection fees, pest control charges and vault charges, if any, and any and all other municipal or governmental assessments of any and every nature levied or imposed upon the Property (collectively, "Taxes") in respect of the current fiscal year of the applicable taxing authority in which the Closing occurs (the "Current Tax Year") (other than real estate taxes, water and sewer charges and any other municipal or governmental assessments payable by any Tenant directly to the taxing authority under any Lease), shall be allocated on a per diem basis based upon the number of days in the Current Tax Year prior to the Proration Date and the number of days in the Current Tax Year on and after the Proration Date. If, as of the Proration Date, Taxes for the calendar yearCurrent Tax Year shall not have been paid with respect to the period prior to the Proration Date, the amount equal to the unpaid Taxes for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Taxes with respect to any period from and after the Proration Date shall have been paid, the amount equal to the prepaid Taxes shall be deemed to be a Prepaid Expense. If the Closing Date shall occur before the tax rate for the Current Tax Year is fixed, the apportionment of real estate taxes Taxes shall be upon the basis of the tax rate for the next preceding year fiscal period applied to the latest assessed valuation. If, subsequent to Promptly after the new tax rate is fixed for the fiscal period in which the Closing Datetakes place, real estate taxes (by reason the apportionment of change Taxes shall be recomputed. In the event that any assessments levied or imposed upon the Property are payable in either assessment or rate or for any other reason other than as a result of installments, the final determination or settlement of any tax appeal) installment for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation Current Tax Year shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase prorated in the assessed value of manner set forth above. C. All charges and fees due under contracts for the Property results from improvements made supply to the Property by Purchaserof heat, then Purchaser shall be solely responsible for any increase steam, electric power, gas and light and telephone (collectively, "Charges"), if any, in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to of the tax year billing period of the related service provider in which the Closing occurs (the "Current Billing Period") shall belong solely to Seller, regardless be allocated on a per diem basis based upon the number of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable days in the Current Billing Period prior to the tax year Proration Date and the number of days in which the Closing occurs Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, the amount equal to the unpaid Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Charges with respect to any period from and after the Proration Date shall have been paid, the amount of such prepaid Charges shall be deemed to be a Prepaid Expense. D. Any charges or fees for transferable licenses and permits relating to the Property (but without duplication of items apportioned between Seller pursuant to any other provision of this Article VIII) (collectively, "Permit Charges") in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and Purchaser the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Permit Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, the unpaid Permit Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If on the Proration Date, Permit Charges with respect to any period from and after the Proration Date shall have been paid, the amount equal to such prepaid Permit Charges shall be deemed to be a Prepaid Expense. E. To the extent same are executed after the date hereof and approved by Cedar pursuant to Section 4.3 hereof, any charges payable under Service Contracts, Operating Agreements and other contracts relating to the Property (but without duplication of items apportioned pursuant to any other provision of this Article VIII), including, without limitation, charges in connection with any employees of the Partnership (collectively, "Service Contract Charges"), as applicable (including, without limitation, salary, bonuses, vacation and sick day allowances and pension or other benefit fund contributions), in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on their respective periods and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of ownership in the Proration Date, Service Contract Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, an amount equal to the unpaid Service Contract Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Service Contract Charges with respect to any period from and after the Proration Date shall have been paid, the amount equal to such tax year. The expenses prepaid Service Contract Charges shall be deemed to be a Prepaid Expense. F. If there is a fuel meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any tax appeals Tenants), the Owners shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of endeavor to furnish a reading made within ten to a date not more than thirty (1030) days prior to the Closing by Seller’s supplier. (b) Seller will be charged Proration Date, and credited the unfixed meter charges, if any, based thereon for the amounts intervening time shall be apportioned on the basis of such last reading. If the Owners fail or are unable to obtain such reading, the amount equal to the value of all fuel, if any, then stored at the Property shall be calculated on the basis of the Proration Items relating Partnership's last costs therefor, including sales tax, as evidenced by written statements of the fuel oil supplier(s) for the Property, which statements shall be conclusive as to quantity and cost, absent fraud. Any unpaid fuel charges attributable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Proration Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser the Owners to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof, and the value of any prepaid fuel stored on the property shall be deemed to be a Prepaid Expense. G. If there is a water meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any Tenants), the Owners shall endeavor to furnish a reading to a date not more than thirty (30) days prior to the Proration Date, and the unfixed meter charges and the unfixed sewer rents, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. If the actual amounts Owners fail or are unable to obtain such reading, the amount of the Proration Items are not known as meter charges and sewer rents shall be determined on the basis of the Closing Datelast readings and bills received by the Partnership, and the prorations will same shall be made at appropriately readjusted after the Closing on the basis of the best evidence then available; thereafternext subsequent bills. Any unpaid water or sewer charges attributable to the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, when actual figures are receivedbut the Owners shall not receive any capital account credit on account thereof. H. Any premiums payable under any policy of insurance maintained in connection with the Property (but without duplication of items apportioned pursuant to any other provision of this Article VIII) (collectively, re-prorations will be made on the basis "Insurance Charges") in respect of the actual figuresCurrent Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has Insurance Charges for the Current Billing Period shall not have been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures paid with respect to the collection period prior to the Proration Date, an amount equal to the unpaid Insurance Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Insurance Charges with respect to any Delinquent Rental. period from and after the Proration Date shall have been paid, an amount equal to such prepaid Insurance Charges shall be deemed to be a Prepaid Expense. I. All sums collected brokerage commissions and expenses for work to be done for tenant improvements in connection with any leases entered into on or prior to the Proration Date which commissions and expenses were not paid prior to the Proration Date shall be paid by Purchaser the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. J. To the extent that the Partnership shall have any unpaid liabilities on the Proration Date other than the Mortgage Loan, such unpaid liabilities shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. K. Any principal and interest payable under the Mortgage Loan (but without duplication of items apportioned pursuant to any other provision of this Article VIII) (collectively, "Loan Charges"), as applicable, in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the month Current Billing Period prior to the Proration Date and the number of Closing days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Loan Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, an amount equal to the unpaid Loan Charges for the period prior to the Proration Date shall be applied paid by the Owners to the month of Partnership at the Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser but the Owners shall not modifyreceive any capital account credit on account thereof. If on the Proration Date, amend or terminate Loan Charges with respect to any existing agreements with Tenants relating period from and after the Proration Date shall have been paid, the amount equal to past rent duesuch prepaid Loan Charges shall be deemed to be a Prepaid Expense. L. All accrued fees pursuant to the Existing

Prorations and Adjustments. (a) Seller Items of revenue and Purchaser agree expense attributable to prorate and/or adjustthe Property Taxes, Contracts, Tenant Leases, Governmental Authorizations and Access Agreements and any bills for utilities that may be serving the Properties shall be prorated as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, with Seller entitled to all revenue and responsible for all expenses, attributable to the period prior to the Closing Date and Purchaser entitled to all revenue and responsible for all expenses, attributable to the period on and after the Closing Date, except Seller’s rights to retain and/or receive payments under those certain Lump Sum Contracts as described herein. For the purpose of calculating prorations, Purchaser shall be deemed to be in which event no proration title to the Properties and, therefore, entitled to the income and responsibility for the expenses, for the entire day of the Closing Date. Absent manifest material error, all prorations will be made at deemed final on the Closing Date, without any further re-proration after the Closing Date, except for any re-prorations conducted with respect to utility billsProperty Taxes below. If meter readings on Without limitation of the day before foregoing, Seller shall be responsible for Property Taxes relating to the Closing Date are not possible, then Seller will cause readings of all said meters Transferred Assets to be performed not more than five (5) days the extent attributable to taxable periods or portions thereof ending prior to the Closing Date, and a per diem adjustment shall be made . Property Taxes for the days between the meter reading date and tax period in which the Closing Date based on the most recent meter reading. Seller occurs will be entitled to all deposits presently in effect with the utility providers, prorated between Seller and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration as of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any . If actual tax appeal) bills for the Real tax period in which the Closing occurs are not available, Property should Taxes will be determined to prorated based on tax bills for the previous tax period and such proration will be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versafinal; provided, however, that if either Party may request a re-proration of Property Taxes in such event within sixty (60) days of its receipt of the actual bills for the calendar year of Closing and the other Party shall cooperate with the requesting Party to make any increase in final adjustments and corresponding payments as may be required to true up the assessed value original proration made at Closing. This obligation to re-prorate shall survive Closing. If any portion of the Properties is not designated as a separate tax parcel, Property Taxes will be adjusted to an amount bearing the same relationship to the Execution Version total tax bill which the acreage contained within such portion of the Properties bears to the acreage contained within the property included within said tax bill. (b) Any security deposits associated with a Tenant Lease, Timber Sale Agreement or Contract held by Seller shall be transferred to Purchaser at the Closing with Purchaser to thereafter assume the obligation and rights associated with the applicable security deposit. (c) Prior to the Closing Date, Seller shall continue to conduct normal site preparation and silvicultural activities as set forth below, for the benefit of the Property results from improvements made and to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxesa commercially reasonable standard, on the basis part of the Property classified in Seller’s GIS data as productive open land (“Productive Open Land”). The commercially reasonable costs incurred by Seller shall be reimbursable and paid as follows: (i) As to site prep, herbicide treatment, or any other similar silvicultural activity planned to be performed on the Productive Open Land, Seller shall use commercially reasonable efforts to perform all such silvicultural activities before Closing to the extent attached in Schedule 1.06(c)(i), together with any necessary site prep related to such future planting (collectively, the “Planned Silvicultural Activity”). Seller shall keep Purchaser apprised of all such Planned Silvicultural Activity (including any delays that may arise). In addition to the foregoing, Seller may also conduct, at its election and as a reading made within part of the pre-approved Planned Silvicultural Activity hereunder, any additional site prep, herbicide treatment and other silvicultural activities that are substantially similar or related to those activities described in the foregoing Data Room file. If Seller plans to perform any silvicultural activity that is materially different than the Planned Silvicultural Activity or to perform any activity that collectively will cost more than the Pre-Approved Silviculture Cap below, Seller shall submit notice of any plans and estimated cost for the same to Purchaser for its review and approval, which may be withheld in its sole discretion, at least ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date such materially different or additional activity (the “Closing StatementAdditional Silvicultural Activity”). The Closing Statement, once agreed upon, Planned Silvicultural Activity and any Additional Silvicultural Activity shall be signed of the type typically performed by Seller and at a price that is reasonable for the specific task. All such activity must be completed in a manner that is consistent with Seller’s Ordinary Course of Business and in accordance with all Requirements of Law, including Environmental Law. (ii) Seller shall pay for the Planned Silvicultural Activity and any Additional Silvicultural Activity described in the immediately preceding sub-Section 1.06(c)(i), which was conducted prior to Closing. Seller shall receive (1) a credit at Closing for all out-of-pocket costs actually expended by Seller for the Planned Silvicultural Activity performed by Seller up to the maximum amount of Three Hundred Fifty Six Thousand and Ninety One and 32/100 Dollars ($356,091.32) (the “Pre-Approved Silviculture Cap”) and (2) a credit at Closing for all out-of-pocket costs actually expended for any Additional Silvicultural Activity performed by Seller that Purchaser approves in writing hereunder. Seller shall use commercially reasonably Execution Version efforts to furnish evidence of such payments to Purchaser and SellerEscrow Agent at least five (5) Business Days before Closing, so that such credits can be accounted for on the closing statement. The proration shall be paid at Closing by Purchaser to Seller (if Alternatively, in the prorations result in a net credit to Seller) event any statement for the Planned Silvicultural Activity or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of any approved Additional Silvicultural Activity is received after the Closing Date, which covers work conducted and approved prior to Closing, Seller, shall promptly send the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over same to Purchaser all Rental, if any, received by Seller after Closing for Purchaser to pay timely and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, directly to the extent applicable party(ies). Purchaser shall pay the same exceeds any expense stop specified in and promptly furnish evidence of such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted In no event, however, shall Purchaser have any obligation to Selleraccount for any credits or to make any payments at any time for (x) any Planned Silvicultural Activity that exceeds the maximum amount set forth in clause (1) above or (z) any Additional Silvicultural Activity that was not approved by Purchaser as required hereunder. Further, in the event that this Agreement fails to close for any reason, Purchaser shall not modify, amend have no obligation to reimburse Seller for the costs of any Planned Silvicultural Activity or terminate any existing agreements with Tenants relating to past rent dueAdditional Silvicultural Activity. This Section 1.06(c) shall survive Closing.

Prorations and Adjustments. 8.1 Prior to Closing, the Owners and Cedar shall prepare a schedule of (ai) Seller those expenses that shall have been paid by the Partnership prior to the Closing Date but are attributable to a period from and Purchaser agree after the Closing Date (the "Prepaid Expenses"), and (ii) those revenues that shall have been received by the Partnership prior to prorate and/or adjustthe Closing Date but are attributable to a period from and after the Closing Date (the "Prepaid Revenues"). 8.2 To the extent that the Prepaid Expenses shall exceed the Prepaid Revenues (such excess, the "Prepaid Expense Excess"), (i) at Closing Cedar shall pay to the Owners an amount equal to the Prepaid Expense Excess, and (ii) Cedar shall be deemed to have made a capital contribution to the Partnership (the "Closing Adjustment Capital Contribution") equal to the amount of the Prepaid Expense Excess. 8.3 To the extent that the Prepaid Revenues shall exceed the Prepaid Expenses, such excess shall be contributed by the Owners to the Partnership, and the Owners shall not receive capital account credit on account thereof. 8.4 The following prorations and adjustments shall be made between the parties as of 11:59 p.m. on the day preceding the Closing Date (the “"Proration Time”), Date") on the following (collectively, basis of the “Proration Items”):actual number of days elapsed over the applicable period: (i) RentsAll fixed rents under Leases which are collected on or prior to the Proration Date in respect of the month (or other applicable collection period) in which the Closing occurs (the "Current Month"), shall be adjusted on a per diem basis based upon the number of days in accordance with Section 10.4(c) belowthe Current Month prior to the Proration Date and the number of days in the Current Month on and after the Proration Date. Any such rents that are allocable to the period from and after the Proration Date shall be deemed to be Prepaid Revenues. (ii) Cash Security Deposits If, on the Proration Date, any fixed rents are past due by any Tenant, and any prepaid rentsprovided the Owners have delivered to Cedar, together with any interest required in reasonable detail, a breakdown of all such past due amounts as of the Proration Date, Cedar agrees that the first moneys received by the Partnership from each such Tenant shall be disbursed as follows: (1) first, such moneys shall be applied to fixed rents in respect of the Current Month, it being agreed that one hundred percent (100%) of the fixed rent that is attributable to the portion of the Current Month prior to the Proration Date shall be paid thereonto the Owners and the balance shall be retained by the Partnership; (2) second, to the Partnership until all fixed rents owing by all such Tenants for any period after the Current Month through the month in which payment is received have been paid in full; (3) third, to the Owners until all fixed rents owing by all such Tenants for periods prior to the Current Month have been paid in full; and (4) fourth, the balance, if any, shall be paid to the Partnership. Each party agrees to remit reasonably promptly to the other the amount of such rents to which such party is so entitled and to account to the other party monthly in respect of same. The fixed rents received by the Partnership after the Proration Date shall be apportioned and remitted, if applicable, as hereinabove provided. (iii) Utility If the Proration Date shall occur prior to the time when any rental payments for fuel pass-alongs, so-called escalation rent or charges payable by Sellerbased upon real estate taxes, includingoperating expenses, without limitationlabor costs, electricitycost of living increases, electrical charges, water charges and sewer charges. If there charges or like items (collectively, "Overage Rent") are meters on payable, then such Overage Rent for the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, applicable accounting period in which event no proration will the Proration Date occurs shall be made at apportioned subsequent to the Closing Closing, based upon the portion of such accounting period which occurs prior to the Proration Date (to the extent not theretofore collected by the Partnership, on account of such Overage Rent prior to the Proration Date), it being agreed that one hundred percent (100%) of the Overage Rent that is attributable to the portion of such accounting period that shall occur prior to the Proration Date shall be paid to the Owners and the balance shall be retained by the Partnership. In addition, the Partnership shall pay to the Owners one hundred percent (100%) of all Overage Rent that is paid subsequent to the Proration Date with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days an accounting period which expired prior to the Closing Proration Date, within thirty (30) days after receipt thereof by the Partnership. If, prior to the Closing, the Partnership shall collect any sums on account of Overage Rent or fixed rent for a year or other period, or any portion of such year or other period, beginning prior to but ending on or after the Proration Date, the portion of such sum allocable to the period from and a per diem adjustment after the Proration Date shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will deemed to be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersa Prepaid Revenue. (iv) Amounts Overage Rent payable under the Service Contracts other than those Service Contracts which Purchaser has elected not by Tenants based on an estimated amount and subject to assume by written notice to Seller prior adjustment or reconciliation pursuant to the expiration of related Leases subsequent to the Evaluation PeriodProration Date shall be apportioned as provided in subsection (iii) above and shall be reapportioned as and when the applicable Tenant's actual obligation for such Overage Rent is reconciled pursuant to the applicable Lease. (v) Real Without duplication of any adjustment made pursuant to Section 8.4(A)(i) above, all prepaid fixed rent and Overage Rent that shall be received by the Partnership as of the Proration Date for periods on and after the Proration Date shall be deemed to be Prepaid Revenues. B. All real estate taxes due taxes, BID taxes, unmetered water and sewer charges, elevator inspection fees, pest control charges and vault charges, if any, and any and all other municipal or governmental assessments of any and every nature levied or imposed upon the Property (collectively, "Taxes") in respect of the current fiscal year of the applicable taxing authority in which the Closing occurs (the "Current Tax Year") (other than real estate taxes, water and sewer charges and any other municipal or governmental assessments payable by any Tenant directly to the taxing authority under any Lease), shall be allocated on a per diem basis based upon the number of days in the Current Tax Year prior to the Proration Date and the number of days in the Current Tax Year on and after the Proration Date. If, as of the Proration Date, Taxes for the calendar yearCurrent Tax Year shall not have been paid with respect to the period prior to the Proration Date, the amount equal to the unpaid Taxes for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Taxes with respect to any period from and after the Proration Date shall have been paid, the amount equal to the prepaid Taxes shall be deemed to be a Prepaid Expense. If the Closing Date shall occur before the tax rate for the Current Tax Year is fixed, the apportionment of real estate taxes Taxes shall be upon the basis of the tax rate for the next preceding year fiscal period applied to the latest assessed valuation. If, subsequent to Promptly after the new tax rate is fixed for the fiscal period in which the Closing Datetakes place, real estate taxes (by reason the apportionment of change Taxes shall be recomputed. In the event that any assessments levied or imposed upon the Property are payable in either assessment or rate or for any other reason other than as a result of installments, the final determination or settlement of any tax appeal) installment for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation Current Tax Year shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase prorated in the assessed value of manner set forth above. C. All charges and fees due under contracts for the Property results from improvements made supply to the Property by Purchaserof heat, then Purchaser shall be solely responsible for any increase steam, electric power, gas and light and telephone (collectively, "Charges"), if any, in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to of the tax year billing period of the related service provider in which the Closing occurs (the "Current Billing Period") shall belong solely to Seller, regardless be allocated on a per diem basis based upon the number of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable days in the Current Billing Period prior to the tax year Proration Date and the number of days in which the Closing occurs Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, the amount equal to the unpaid Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Charges with respect to any period from and after the Proration Date shall have been paid, the amount of such prepaid Charges shall be deemed to be a Prepaid Expense. D. Any charges or fees for transferable licenses and permits relating to the Property (but without duplication of items apportioned between Seller pursuant to any other provision of this Article VIII) (collectively, "Permit Charges") in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and Purchaser the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Permit Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, the unpaid Permit Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If on the -24- Proration Date, Permit Charges with respect to any period from and after the Proration Date shall have been paid, the amount equal to such prepaid Permit Charges shall be deemed to be a Prepaid Expense. E. To the extent same are executed after the date hereof and approved by Cedar pursuant to Section 4.3 hereof, any charges payable under Service Contracts, Operating Agreements and other contracts relating to the Property (but without duplication of items apportioned pursuant to any other provision of this Article VIII), including, without limitation, charges in connection with any employees of the Partnership (collectively, "Service Contract Charges"), as applicable (including, without limitation, salary, bonuses, vacation and sick day allowances and pension or other benefit fund contributions), in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on their respective periods and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of ownership in the Proration Date, Service Contract Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, an amount equal to the unpaid Service Contract Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Service Contract Charges with respect to any period from and after the Proration Date shall have been paid, the amount equal to such tax year. The expenses prepaid Service Contract Charges shall be deemed to be a Prepaid Expense. F. If there is a fuel meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any tax appeals Tenants), the Owners shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of endeavor to furnish a reading made within ten to a date not more than thirty (1030) days prior to the Closing by Seller’s supplier. (b) Seller will be charged Proration Date, and credited the unfixed meter charges, if any, based thereon for the amounts intervening time shall be apportioned on the basis of such last reading. If the Owners fail or are unable to obtain such reading, the amount equal to the value of all fuel, if any, then stored at the Property shall be calculated on the basis of the Proration Items relating Partnership's last costs therefor, including sales tax, as evidenced by written statements of the fuel oil supplier(s) for the Property, which statements shall be conclusive as to quantity and cost, absent fraud. Any unpaid fuel charges attributable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Proration Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser the Owners to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof, and the value of any prepaid fuel stored on the property shall be deemed to be a Prepaid Expense. G. If there is a water meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any Tenants), the Owners shall endeavor to furnish a reading to a date not more than thirty (30) days prior to the Proration Date, and the unfixed meter charges and the unfixed sewer rents, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. If the actual amounts Owners fail or are unable to obtain such reading, the amount of the Proration Items are not known as meter charges and sewer rents shall be determined on the basis of the Closing Datelast readings and bills received by the Partnership, and the prorations will same shall be made at appropriately readjusted after the Closing on the basis of the best evidence then available; thereafternext subsequent bills. Any unpaid water or sewer charges attributable to the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, when actual figures are receivedbut the Owners shall not receive any capital account credit on account thereof. H. Any premiums payable under any policy of insurance maintained in connection with the Property (but without duplication of items apportioned pursuant to any other provision of this Article VIII) (collectively, re-prorations will be made on the basis "Insurance Charges") in respect of the actual figuresCurrent Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has Insurance Charges for the Current Billing Period shall not have been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures paid with respect to the collection period prior to the Proration Date, an amount equal to the unpaid Insurance Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Insurance Charges with respect to any Delinquent Rental. period from and after the Proration Date shall have been paid, an amount equal to such prepaid Insurance Charges shall be deemed to be a Prepaid Expense. I. All sums collected brokerage commissions and expenses for work to be done for tenant improvements in connection with any leases entered into on or prior to the Proration Date which commissions and expenses were not paid prior to the Proration Date shall be paid, by Purchaser the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. J. To the extent that the Partnership shall have any unpaid liabilities on the Proration Date other than the Mortgage Loan, such unpaid liabilities shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. K. Any principal and interest payable under the Mortgage Loan (but without duplication of items apportioned pursuant to any other provision of this Article VIII) (collectively, "Loan Charges"), as applicable, in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the month Current Billing Period prior to the Proration Date and the number of Closing days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Loan Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, an amount equal to the unpaid Loan Charges for the period prior to the Proration Date shall be applied paid by the Owners to the month of Partnership at the Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser but the Owners shall not modifyreceive any capital account credit on account thereof. If on the Proration Date, amend or terminate Loan Charges with respect to any existing agreements with Tenants relating period from and after the Proration Date shall have been paid, the amount equal to past rent duesuch prepaid Loan Charges shall be deemed to be a Prepaid Expense. L. All accrued fees pursuant to the Exis

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between Contributor and the REIT as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, except as otherwise specified: (a) The amount of all security and other Tenant deposits, without accrued interest, shall be transferred or credited to the Acquiror (except in which event no proration will those instances where the Tenant is entitled to accrued interest under the applicable lease); (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be made at prorated based, to the Closing with respect to utility bills. If extent practicable, on final meter readings on and final invoices, or, in the day before the Closing Date event final readings and invoices are not possibleavailable, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providerscurrently available billing information, and Purchaser will be obligated to make its own arrangements for any deposits with the re-prorated upon issuance of final utility providers.bills; (ivc) Amounts paid or payable under the Service any Assumed Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior shall be prorated based, to the expiration extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and re-prorated upon issuance of final invoices; (d) All fees, water, sewer and general real estate taxes and special assessments, if any, relating to the Property payable during the year in which Closing occurs shall be prorated as of the Evaluation Period. (v) Real estate taxes due and payable for the calendar yearClosing Date. If the Closing Date shall occur before the tax rate is fixedactual taxes and special assessments payable during such year are known, the apportionment of real estate taxes shall be upon the basis of taxes for the tax rate for Property payable during the immediately preceding year, provided that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year applied (after any appeal of the assessed valuation thereof is concluded), Acquiror and Contributor promptly shall adjust the proration of such taxes and special assessments and Acquiror or Contributor, as the case may be, shall pay to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for other any other reason other than amount required as a result of such adjustment and this covenant shall not merge with the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) deeds delivered hereunder but shall survive the Closing. (vie) The value All assessments, general or special, shall be prorated as of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations Date on a "due date" basis such that Contributor shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser responsible for any installments of assessments which are first due or payable prior to the Closing Date and the REIT shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the “Closing Statement”). The Closing StatementEffective Date, once agreed uponwhether with respect to base lease term, future expansions, renewals, or otherwise, shall have been paid in full by Contributor, without contribution or proration from the REIT or Acquiror; (g) All base rents and other charges, including, without limitation, all common area maintenance and other pass-through charges to Tenants, shall be signed prorated as follows: (i) Rents received by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known Contributor as of the Closing Datefor the calendar month in which the Closing shall occur shall be adjusted as of the date of Closing; (ii) Rents received by Acquiror or Contributor from a particular tenant after the date of Closing shall be adjusted as of the date of Closing; any adjustments under this Section 13(g)(ii) shall be made by Contributor and Acquiror at the end of each week in which checks are received from a particular tenant. (iii) Except as provided in subsection 13(g)(ii) above with respect to rents received by Contributor or Acquiror after the date of Closing, no adjustment shall be made for delinquent rent owing to Contributor on the date of Closing, and Acquiror shall be under no obligation to collect any such rents; provided, however, that the REIT agrees to cause the Acquiror, at no third party or out of pocket cost to the REIT or Acquiror, to cooperate with and assist Contributor in collecting the amounts specified on Schedule 13(g) attached hereto from those tenants specified on Schedule 13(g), which Schedule shall be updated by Contributor at Closing to reflect additional delinquent rent first accruing after the Effective Date and before the Closing. The REIT agrees that neither it nor the Acquiror shall adjust or compromise the amount of any delinquent rent owing to Contributor on the date of Closing. After the Closing, Contributor shall be entitled to ▇▇▇ any Tenant named on Schedule 13(g) for delinquent rent, up to the amounts specified on Schedule 13(g), with respect to the period prior to the Closing, but shall not be entitled to evict or ▇▇▇ for possession of premises occupied by a tenant owing delinquent rent. Payments for base rent received shall be deemed to be for and shall be applied in the following order: first, to rent then due and payable in the month of the Closing; second, to any delinquent rent for the period after the Closing; and third to any delinquent rent for the period prior to the Closing. Payments for common area maintenance or taxes shall be applied for the period for which they relate to. The provisions of this Section 13 (g) shall survive the closing of the transactions contemplated in this Agreement. (h) Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall be paid and adjusted in accordance with local custom in the City of Stamford. For purposes of calculating Prorations, the prorations will Acquiror shall be made at deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will Date. All such Prorations shall be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)Unless otherwise provided, the following (collectivelyitems shall be prorated and adjusted between the parties or paid at closing: A. All late listing penalties, the “Proration Items”): (i) Rentsif any, in accordance with Section 10.4(c) belowshall be paid by Seller. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇B. ▇▇▇▇▇ and Seller by their execution hereof, represent that they know of no realtor, agent or other party involved in the transaction who is entitled to or has a claim for utilities will be made if possible on a real estate commission or fee and neither Seller nor ▇▇▇▇▇ has employed any such party. Each agrees to indemnify and hold the day before other harmless against any real estate commission claimed by any third-party in violation of this representation. C. Any ad valorem taxes and general assessments affecting the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment Property shall be made for the days prorated between the meter reading date Buyer and Seller as of the Closing Date based on a 365 day year. All delinquent taxes, deferred or rollback taxes, assessments and all other special liens and assessments for prior years shall be paid in full by Seller at or before the most recent meter readingClosing. All non-delinquent ad valorem taxes and general assessments on the Property shall be prorated based on the actual current tax bill, but if such tax bill has not yet been received by Seller will be entitled to all deposits presently in effect with by the utility providers, and Purchaser will be obligated to make its own arrangements Closing Date or if supplemental taxes are assessed after the Closing for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller period prior to the expiration of Closing, the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If parties shall make any necessary adjustment after the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied by cash payment to the latest assessed valuation. Ifparty entitled thereto so that Seller shall have borne all ad valorem taxes and general assessments, subsequent including all supplemental taxes, allocable to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days period prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of Buyer shall bear all of the Proration Items relating ad valorem taxes and general assessments, including all supplemental taxes, allocable to the period up from and after the Closing. If any expenses attributable to the Property and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating allocable to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) are discovered or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After billed after the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received the parties shall make any necessary adjustment after the Closing by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, cash payment to the extent party entitled thereto so that Seller shall have borne all expenses allocable to the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due period prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect Buyer shall bear all expenses allocable to the collection of any Delinquent Rental. All sums collected by Purchaser in period from and after the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Apex Agreement, and under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required A. The only items to be paid thereon. (iii) Utility charges payable by Sellerprorated and adjusted are as follows, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be with such prorations made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price Buyer 18 at the Closing. If the actual amounts of the Proration Items are not known , computed as of the Closing Date, with income and expenses for the prorations will be made at Closing on Date itself being allocated to Buyer: (1) Income. Rentals and, without limitation, other payments (other than percentage rent) payable by tenants, licensees, concessionaires and other persons using or occupying the basis of the best evidence then availableBusiness Property or any part thereof, for or in connection with such use or occupancy; thereafterprovided, when actual figures are receivedhowever, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will Buyer shall not be assigned obligated to Purchaser. The provisions make any payment or give any credit to Seller on account of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (or by reason of any rental or other payments which are unpaid as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, but shall be required merely to turn over to Seller its share of the same if, as and payment thereof has not been made when received by Buyer. All payments received by Buyer from a tenant, licensee, concessionaire or other person shall be applied first to Buyer's collection costs (if any) with respect thereto and then against the most recently accrued obligation or obligations of the payor. In addition, in the event that as of the Closing Date there shall exist any rebate, rental concession, free-rent period, credit, set-off or rent reduction under or with respect to any Existing Lease which extends to or beyond the Closing Date, then Seller shall pay Buyer as of the Closing Date (and the prorations in favor of Buyer hereunder shall include an amount equal to) the aggregate amount of all such rebates, rental concessions, free-rent periods, credits, setoffs or rent reductions applicable to any period or periods on or before after the Proration TimeClosing Date. Delinquent Rental will not be prorated. Purchaser agrees In the event that Buyer receives checks payable to use good faith collection procedures Seller with respect to the collection of Business Property, Seller hereby authorizes Buyer to endorse Seller's name on the checks without recourse and apply the proceeds in accordance with the foregoing; similarly, any Delinquent Rental. All sums collected checks received by Purchaser in Seller with respect to the month of Closing Business Property shall be applied endorsed by Seller without recourse and promptly forwarded to Buyer, who shall apply the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described proceeds thereof in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements accordance with Tenants relating to past rent duethe foregoing.

Prorations and Adjustments. (a) Seller 8.1 The following prorations and Purchaser agree to prorate and/or adjust, adjustments shall be made between the parties as of 11:59 p.m. on the day preceding the Closing Date (the “"Proration Time”), Date") on the following (collectively, basis of the “Proration Items”):actual number of days elapsed over the applicable period: (i) RentsAll fixed rents and estimated payments on account of Overage Rent under Leases which are collected on or prior to the Proration Date in respect of the month (or other applicable collection period) in which the Closing occurs (the "Current Month"), shall be adjusted on a per diem basis based upon the number of days in accordance with Section 10.4(c) belowthe Current Month prior to the Proration Date and the number of days in the Current Month on and after the Proration Date. (ii) Cash Security Deposits If, on the Proration Date, any fixed rents are past due by any Tenant, and provided Seller has delivered to Buyer, in reasonable detail, a breakdown of all such past due amounts as of the Proration Date, then Buyer agrees that the first moneys received from each such Tenant shall be disbursed as follows: (1) first, such moneys shall be applied to fixed rents in respect of the Current Month, it being agreed that one hundred percent (100%) of the fixed rent that is attributable to the portion of the Current Month prior to the Proration Date shall go to Seller and the balance shall go to Buyer; (2) second, to Buyer until all fixed rents owing by all such Tenants for any prepaid rentsperiod after the Current Month through the month in which payment is received have been paid in full; (3) third, together to Seller until all fixed rents owing by all such Tenants for periods prior to the Current Month have been paid in full; and (4) fourth, the balance, if any, shall go to Buyer. Each party agrees to remit reasonably promptly to the other the amount of such rents to which such party is so entitled and to account to the other party monthly in respect of same. The fixed rents received by Buyer and/or Seller after the Proration Date shall be apportioned and remitted, if applicable, as hereinabove provided. Notwithstanding anything herein contained to the contrary, Buyer shall use reasonable efforts to collect both fixed rent and Overage Rent which is past due on the Proration Date. In the event that any such rent is not collected within ninety (90) days from the Closing Date, Seller may use reasonable efforts to collect the same in its own name and Buyer shall cooperate, in all reasonable respects, with Seller in attempting to collect the same; provided, however, Seller shall not take any actions which result in the dispossession of any Tenant or the termination of any Lease. Seller shall be permitted to take any action it deems appropriate with respect amounts past due from former tenants of the Premises, and Buyer shall have no interest required therein. Additionally, Seller shall be entitled to be paid thereonreceive proceeds, if any, from bankruptcy proceedings relating to the Tenants known as Weathervane, Toy Works, and Cambridge Eye, in the amounts set forth on the Rent Roll, and Buyer shall have no interest therein. (iii) Utility If the Proration Date shall occur prior to the time when any rental payments for percentage rent fuel pass-alongs, so-called escalation rent or charges payable based upon real estate taxes, insurance, operating expenses, labor costs, cost of living increases, electrical charges, water and sewer charges or like items (collectively, "Overage Rent") are payable, then such Overage Rent for the applicable accounting period in which the Proration Date occurs shall be apportioned subsequent to the Closing, based upon the portion of such accounting period which occurs prior to the Proration Date (to the extent not theretofore collected by Seller, includingon account of such Overage Rent prior to the Proration Date), without limitationit being agreed that one hundred percent (100%) of the Overage Rent that is attributable to the portion of such accounting period that shall occur prior to the Proration Date shall belong to Seller and the balance shall belong to Buyer. In addition, electricity, water charges and sewer charges. If there are meters on Buyer shall pay to Seller one hundred percent (100%) of all Overage Rent that is paid subsequent to the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on Proration Date with respect to an accounting period which expired prior to the day before the Closing Proration Date, within thirty (30) days after receipt thereof by Buyer. Seller has collected payment from Tenants under Leases in which event no proration will advance on account of insurance carried by Seller with respect to the Premises for the one (1) year period ending March 28, 2005. Such pre-payments shall be made apportioned at the Closing on a per diem basis based upon the actual number of days in the period with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all which said meters to be performed not more than five (5) days insurance relates prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date Proration Date and the Closing Date based number of days in such period on and after the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersProration Date. (iv) Amounts Overage Rent and any percentage rent payable under by Tenants based on an estimated amount and subject to adjustment or reconciliation pursuant to the Service Contracts related Leases subsequent to the Proration Date shall be apportioned as provided in subsection (iii) above and shall be re-apportioned as and when the applicable Tenant's actual obligation for such Overage Rent is reconciled pursuant to the applicable Lease. B. All real estate taxes, unmetered water and sewer charges, fire protection and hydrant charges, elevator inspection fees, and vault charges, if any, and any and all other municipal or governmental assessments of any and every nature levied or imposed upon the Property (collectively, "Taxes") in respect of the current fiscal year of the applicable taxing authority in which the Closing occurs (the "Current Tax Year") (other than those Service Contracts which Purchaser has elected not real estate taxes, water and sewer charges and any other municipal or governmental assessments payable by any Tenant directly to assume by written notice to Seller the taxing authority under any Lease), shall be allocated on a per diem basis based upon the number of days in the Current Tax Year prior to the expiration Proration Date and the number of days in the Current Tax Year on and after the Proration Date. If, as of the Evaluation Period. (v) Real estate taxes due and payable Proration Date, Taxes for the calendar yearCurrent Tax Year shall not have been paid with respect to the period prior to the Proration Date, then the amount equal to the unpaid Taxes for the period prior to the Proration Date shall be paid by Seller to Buyer at the Closing. If the Closing Date shall occur before the tax rate for the Current Tax Year is fixed, then the apportionment of real estate taxes Taxes shall be upon the basis of the tax rate for the next preceding year fiscal period applied to the latest assessed valuation. IfPromptly after the new tax rate is fixed for the fiscal period in which the Closing takes place, subsequent the apportionment of Taxes shall be recomputed. In the event that any assessments levied or imposed upon the Property are payable in installments, the installment for the Current Tax Year shall be prorated in the manner set forth above. C. All charges and fees due under contracts for the supply to the Closing DatePremises of heat, real estate taxes steam, electric power, gas and light and telephone (by reason of change collectively, "Charges"), if any, in either assessment or rate or for any other reason other than as a result respect of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value billing period of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year related service provider in which the Closing occurs (the "Current Billing Period") shall belong solely to Seller, regardless be allocated on a per diem basis based upon the number of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable days in the Current Billing Period prior to the tax year Proration Date and the number of days in which the Closing occurs Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, then the amount equal to the unpaid Charges for the period prior to the Proration Date shall be apportioned between paid by Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive to Buyer at the Closing. D. Any charges or fees for transferable licenses and permits relating to the Property (vibut without duplication of items apportioned pursuant to any other provision of this Article VIII) The value (collectively, "Permit Charges") in respect of fuel stored the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Permit Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, then the unpaid Permit Charges for the period prior to the Proration Date shall be paid by Seller to Buyer at the Real PropertyClosing. E. Any charges payable under Service Contracts being assigned to Buyer at the Closing (but without duplication of items apportioned pursuant to any other provision of this Article VIII) (collectively, "Service Contract Charges"), in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Service Contract Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, then an amount equal to the unpaid Service Contract Charges for the period prior to the Proration Date shall be paid by Seller to Buyer at Seller’s most recent cost, including taxes, the Closing. F. If there is a fuel meter or meters on the basis Premises (other than meters measuring consumption costs which are the obligation of any Tenants), then Seller shall endeavor to furnish a reading made within ten to a date not more than thirty (1030) days prior to the Closing by Seller’s supplier. (b) Seller will be charged Proration Date, and credited the unfixed meter charges, if any, based thereon for the amounts intervening time shall be apportioned on the basis of such last reading. If Seller fails or is unable to obtain such reading, then the amount equal to the value of all fuel, if any, then stored at the Property shall be calculated on the basis of Seller's last costs therefor, including sales tax, as evidenced by written statements of the Proration Items relating fuel oil supplier(s) for the Premises, which statements shall be conclusive as to quantity and cost, absent fraud. Any unpaid fuel charges attributable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Proration Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price Buyer at the Closing. G. If there is a water meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any Tenants), then Seller shall endeavor to furnish a reading to a date not more than thirty (30) days prior to the Proration Date, and the unfixed meter charges and the unfixed sewer rents, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. If Seller fails or is unable to obtain such reading, then the actual amounts amount of the Proration Items are not known as meter charges and sewer rents shall be determined on the basis of the Closing Datelast readings and bills received by Seller, and the prorations will same shall be made at appropriately readjusted after the Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will next subsequent bills. Any unpaid water or sewer charges attributable to the period prior to the Proration Date shall be made on paid by Seller to Buyer at the basis Closing. H. Any other items customarily apportioned in connection with sales of similar property in the Commonwealth of Massachusetts shall be so apportioned. 8.2 If any of the actual figuresitems described in this Article VIII cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Proration Date or the date such error is discovered, as applicable. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment of the calculation. All books and records of Seller which relate to the Property, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable particularly to any period following the Proration Time. After items to be prorated or allocated under this Agreement in connection with the Closing, shall be made available to both Seller will cause to and Buyer and their respective employees, agents and representatives. Any such inspection shall be paid or turned over to Purchaser all Rentalat reasonable intervals, if anyduring business hours, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Dateupon reasonable notice, and payment thereof has not been made on or before at the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders inspecting party's sole cost and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueexpense.

Prorations and Adjustments. (a) 9.1. It is the general intention of Purchaser and Seller that income and Purchaser agree to prorate and/or adjustexpenses for the Property be prorated as follows: Rents, as of 11:59 p.m. operating and common area maintenance expense reimbursements and ad valorem tax reimbursements on the day preceding property for the Closing Date (the “Proration Time”)current year collected by Closing, the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable percentage rentals actually collected by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing DateClosing, and a per diem adjustment prepaid common area maintenance and utility charges shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price prorated at the Closing. If the actual amounts of the Proration Items are not known , effective as of the Closing Date, utilizing the prorations will best available computations of such items. If current ad valorem tax assessments are unavailable at Closing, said ad valorem taxes shall be adjusted based on tax figures for the immediately preceding tax year, with said tax proration to be adjusted in cash between the parties, based on actual taxes for the current year, at the time such actual taxes are determined; provided, however, all special tax assessments made by any taxing authority with respect to the Project applicable to the period prior to the Closing Date shall be the sole responsibility of Seller and shall be paid by Seller at Closing. Purchaser shall receive a credit for tenant security deposits that are not yet forfeited or due to be refunded to tenants of the Property. Tax appeal refund amounts received (after payment of costs associated therewith and applicable reimbursements to tenants, each of which shall be prorated between Purchaser and Seller based on the Closing Date), net insurance reimbursement amounts (subject to Section 12), and percentage rentals received by Purchaser and allocable to a period of time prior to the Closing or by Seller and allocable to a period of time subsequent to the Closing, shall be adjusted between the parties when received (percentage rentals being adjusted based upon the ratio of sales before and after Closing rather than time periods). 9.2. To the extent any apportionments or adjustments made at closing are not based on final figures or there are any errors or omissions in the calculation or determination thereof, promptly after notice of such final figures or errors or omissions, Seller and Purchaser shall readjust or reapportion and make the payment required as a result thereof. 9.3. The following items are to be prorated or adjusted (as appropriate) as of the close of business on the Closing Date, it being understood that for purposes of prorations, Seller shall be deemed the owner of the Property on such day and Purchaser shall be deemed the owner of the Property as of the day after the Closing Date. 9.3.1. Real estate and personal property taxes and assessments (on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇most recent ascertainable tax ▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to if the current amounts owed by such Tenant to Purchaser, and ▇▇▇▇ is not then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueavailable).

Prorations and Adjustments. (a) Seller The provisions of this section shall survive Closing and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on shall not merge with the day preceding Deeds. If at any time following the Closing Date (the “Proration Time”)amount of an item listed in this Section 20(c) shall prove to be incorrect, the following party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (collectively, the “Proration Items”):1) year after Closing. (i) RentsGeneral real estate taxes, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits personal property taxes, unmetered water and sewer charges and vault charges, if any, and any prepaid rentsand all other municipal or governmental assessments of any and every nature levied or imposed upon the Properties for the then current tax year, together with any interest required to the extent not paid by tenants, shall be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on prorated as of midnight of the day before immediately preceding the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day Closing occurs before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made actual taxes for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixedthen current year are known, the apportionment of real estate taxes shall be upon the basis of taxes for the tax rate Properties for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year applied (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for other any other reason other than amount required as a result of such adjustment. All special taxes or assessments actually assessed prior to the final determination or settlement Closing Date shall be prorated as set forth above, and those assessed after the Closing Date shall be paid by Purchaser. All taxes imposed due to a change of use of any tax appeal) for Property after the Real Property should be determined to be higher or lower than those that are apportioned, a new computation Closing Date shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property paid by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to any property tax appeals, any tax refunds appeals or credits attributable to reassessments filed by Seller or Seller’s predecessors in interest for tax years prior to the year in which Closing occurs, Seller shall be entitled to the full amount of any refund or rebate resulting therefrom, and with respect to any property tax appeals or reassessments filed by Seller or Purchaser for the tax year in which the Closing occurs shall belong solely to Selleroccurs, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on shall share the amount of any rebate or refund, resulting therefrom (after first paying to Seller or Purchaser, as applicable, the costs and expenses incurred by Seller or Purchaser, as applicable, in pursuing such appeal or reassessment) in proportion to their respective periods of ownership in of the Properties for such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real PropertyIf, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, Seller is protesting or has notified Purchaser, in writing, that it has elected to protest any taxes for the prorations will be made at Properties (each, a “Tax Protest” and collectively, the “Tax Protests”), then Purchaser shall take over and continue to prosecute such Tax Protest after the Closing on Date. Concurrent with the basis of the best evidence then available; thereafterClosing, when actual figures are received, re-prorations will be made on the basis of the actual figures(i) Seller shall assign any Tax Protest(s) to Purchaser, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (cii) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to shall assume any period following the Proration Timesuch Tax Protest(s). After the Closing, Purchaser shall use commercially reasonable efforts to pursue any Tax Protest(s). (ii) Seller will cause shall be entitled to be paid all payments and rents (including any accrued tax and operating expense escalations or turned over to Purchaser all Rentalother reimbursements, if any, received by Seller after Closing due under Leases (the “Additional Payments”)), charges, and other revenue of any kind, including community fees and any other service fees, under the Leases, and under the Management Agreement attributable to any period following prior to and including the Proration TimeClosing Date. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals Purchaser shall be entitled to all payments and rents (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Leaseincluding Additional Payments), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts charges and other sums revenue of any kind, including community fees and charges payable by Tenants under any other service fees, from the Leases or from other occupants or users of Properties attributable to any period after the PropertyClosing Date. Rental is “Delinquent” when it was due Rents and Additional Payments collected prior to the Closing Date and attributable to both Seller's and Purchaser's period of ownership shall be prorated as of the Closing Date (provided that for any such proration to occur, Seller must have taken actual physical possession of such sums). Uncollected rents and expense escalations or other reimbursements due landlord under the Leases shall not be prorated at the time of Closing, but Purchaser shall make a good faith effort to collect the same on Seller's behalf and to tender the same to Seller upon receipt, provided that Purchaser shall not be obligated to bring suit or commence any other legal action or proceedings for collection and all rents, and Additional Payments collected by Purchaser on or after the Closing Date shall first be applied to all amounts due at the time of collection (i.e., current rents and sums due Purchaser as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period of six (6) months following the Closing Date, each party agrees that they will provide each other with any information reasonably required to enable either party to complete its billing to residents and payment thereof has not been made on or before the Proration Timeother payers. Delinquent Rental will not be prorated. Purchaser The party being assisted agrees to use good faith collection procedures reimburse the party rendering assistance for any reasonable documented out-of-pocket expenses incurred by the assisting party in rendering such assistance. (iii) The present insurance coverage on the Properties shall be terminated as of the Closing Date and there shall be no proration of insurance premiums. (iv) All other income from, and expenses of, the Properties, including but not limited to operating expenses, public utility service, maintenance charges, and service charges shall be prorated as of the Closing Date (except for those utility charges and operating expenses payable by tenants in accordance with the Leases). (v) All security deposits pursuant to the Leases and pre-paid rent under the Leases shall be transferred (or credited against the Purchase Price) by Seller to Purchaser at Closing; on the Closing, Purchaser shall in writing acknowledge receipt of and expressly assume all of Seller’s financial and custodial obligations with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied such deposits pursuant to the month Leases and pre-paid rent so transferred, it being the intent and purpose of this provision that, at Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted relieved of all fiduciary and custodial obligations arising after the Closing with respect to Seller. such transferred funds (to the extent that Purchaser has received a credit at Closing with respect thereto). (vi) Notwithstanding any provision contained herein to the contrary, Purchaser and Seller agree that all cash other than unapplied security deposits under the Leases regardless of whether held by Seller or Licensed Operator, shall not modifybe and remain the property of Seller without any credit to Purchaser or adjustment to the Purchase Price, amend or terminate any existing agreements with Tenants relating to past rent dueincluding without limitation, cash on hand, working capital, operating accounts, reserves, reserve accounts and entrance fees.

Prorations and Adjustments. The following items shall be prorated and adjusted between Buyer and Seller at the Closing: (a) Seller Security deposits described by the Leases shall be credited to Buyer at Closing. Real estate property taxes and Purchaser agree assessments due and payable prior to prorate and/or adjust, as the date of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to shall be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters in full on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days or prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter readingdate. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate property taxes and assessments accrued and assessed against the Property but not yet due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate accounted for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known prorated as of the Closing Date, the prorations will be made at date of Closing on the basis of the best evidence then available; thereaftermost currently issued (at the time of Closing) real estate tax bills and the net credit to Buyer shall be paid as a credit against the Purchase Price. All installments accruing prior to the date of Closing with respect to statutory taxes, when actual figures liens or assessments, special or otherwise, against the Property, certified as of the date of the Closing, shall be paid by Seller and such items which are receivednot certified, re-prorations will as of the date of the Closing, and all installments accruing after the date of Closing, shall be made on assumed by Buyer. Notwithstanding the basis foregoing, Seller hereby represents and warrants to Buyer that Seller has no knowledge of any special assessments affecting the Property. The real estate taxes shall be reporated within ninety (90) days of issuance of the actual figurestax bills. In addition, any deposits for real estate taxes (and assessments) made by any tenant(s) shall be credited to Buyer at Closing and shall be treated as a final like-amount reduction in Buyer's real estate tax proration. If any general or special assessment (as contrasted to ad valorem taxes) are payable in installments, Buyer shall receive a cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the credit at Closing for twelve (12) monthsthe gross amount due. (cb) Purchaser will receive a credit Rent, percentage rent and reimbursements for common area maintenance charges, insurance premiums and other lease charges (other than real estate taxes and assessments, which shall be accounted for and prorated as provided in subsection 8(a) above) shall be accounted for and prorated as follows: except as otherwise provided in this Agreement, Buyer shall be entitled to all rents, percentage rent, miscellaneous income and reimbursements for common area maintenance charges, insurance premiums and other lease charges (other than real estate taxes and assessments) accruing on the Closing Statement for the prorated amount (as date of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After after the Closing, and Seller will cause shall be entitled to be paid or turned over to Purchaser all Rentalsuch items, if any, accruing prior to the Closing. At Closing, Seller shall credit Buyer in an amount equal to the scheduled rent and reimbursements through the end of the month in which Closing occurs and Seller shall retain such payments as received from the tenants. Seller and Buyer further agree that percentage rent for each tenant shall be prorated as of the Closing based upon the amount of percentage rent, if any, that was payable by such tenant in the most recently completed percentage rent year under its Lease as to which the final amount of percentage rent, if any, that is owing has been determined (but with such adjustments, if any, as Seller after Closing and attributable Buyer mutually and reasonably agree are appropriate due to any change in the manner of calculation of percentage rent that is owing from such tenant with respect to any period following the Proration Timeas to which a proration is applicable). “Rental” as used herein includes fixed monthly rentals, additional rentalsSeller shall not receive any credit at Closing with respect to any unpaid accrued rents, percentage rentalsrents and reimbursements for common area maintenance charges, escalation rentals insurance premiums and other lease charges owing from tenants of the Property as of the Closing date; provided, however, the foregoing provisions shall not apply to the Seller's lease with Publix Super Markets, Inc. ("Publix;" the "Publix Lease"). Any unpaid accrued rents, percentage rents and reimbursements for common area maintenance charges, insurance premiums and other lease charges owing from Publix for the calendar year during which include each Tenant’s this transaction closes shall be prorated as of the Closing date and in regard to real estate taxes, such proration share shall be based upon the Property real estate taxes for the prior calendar year (unless the tax ▇▇▇▇ for the year of building operation and maintenance costs and expenses as provided Closing is available). Seller shall not retain any security deposits or prepaid rent to offset any unpaid accrued rent or other unpaid amounts. With respect to any such unpaid amounts, (x) Seller shall retain the right, at its expense, to ▇▇▇ the applicable tenant for under the Leasecollection of any such unpaid amounts and, to the extent the same exceeds any expense stop specified applicable lease permits, collection costs and interest (and, in such Leaseregard, Buyer agrees to cooperate reasonably with any efforts by Seller to collect the aforesaid unpaid amounts (which cooperation shall not include Buyer incurring any third party costs); provided, retroactive rentalshowever, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will Seller shall not be prorated. Purchaser agrees entitled to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for possession), and (y) if Buyer collects any such unpaid amounts, Buyer shall promptly pay such amounts to Seller (and in such regard, if Buyer receives any amount from a tenant work orders of the Property and other specific services as described such tenant specifically informs Buyer in and governed by Section 10.4(e) below) will writing to which lease obligation such payment is to be applied first applied, Buyer shall so apply such payment; if such tenant docs not so inform Buyer relative to how a particular payment is to be applied, Buyer shall be entitled to apply such payment first, on account of past due amounts owed to Buyer; second, on account of current amounts owed by such Tenant to PurchaserBuyer; and third, and then delinquencies on account of past due amounts owed by such Tenant to Seller). Any sums due Buyer shall receive a credit at Closing in the amount of any balance remaining in any Tenant's common area maintenance escrow account accruing from the date Seller will be promptly remitted to Seller. Purchaser shall not modifylast reconciled such account with each Tenant, amend or terminate any existing agreements with Tenants relating to past rent dueless current expenses.

Prorations and Adjustments. (a) Seller The Parties, acting in good faith, will prepare prior to Closing a calculation of prorations and Purchaser agree other adjustments, which shall include, without limitation, rent, ground rent, any other income derived by the Owners, Ground Lessors and Ground Lessee from the Property, in each case to prorate and/or adjustthe extent actually received by Owners, Ground Lessors and Ground Lessee, debt service for the Existing Loans, property operating expenses, real property taxes and assessments (on the basis upon which each applicable Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee is billed by Owner, Ground Lessor or Ground Lessee), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee, Tenant and Third-Party Ground Lessor or Third-Party Ground Lessee reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of 11:59 p.m. P.M. (Eastern Time) on the day preceding the Closing Date (Closing, based upon the “Proration Time”actual number of days in the applicable month or year. It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a fair and equitable basis as soon as income or invoices or other bills are available and after final reconciliation with Tenants, Third-Party Ground Lessors or Third-Party Ground Lessee, with final adjustment to be made as soon as reasonably possible after Closing. Except as otherwise provided in the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the following (collectively, Seller and the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Purchaser with respect to utility billsthe pre- and post-sale periods, respectively. If meter readings on Notwithstanding the day before the Closing Date are not possibleforegoing, then Seller will cause readings there shall be no proration of all said meters to be performed not more than five (5) days prior property operating expenses, real property taxes and assessments, personal property taxes and assessments to the Closing Dateextent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, and a per diem as the case may be, in connection with the final adjustment shall be made due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations required by this Section 7.5(a), all cash reserves in any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner (or any manager under a Management Agreement) bank accounts shall be for the days between the meter reading date and the Closing Date based on the most recent meter readingaccount of Seller. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration The obligations of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of under this Section 10.4(a)(v7.5(a) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. the day of the Closing based on the day preceding the Closing Date periods to which they relate and are applicable (the “Proration Time”regardless of when payable), the following (collectively, the “Proration Items”):except as otherwise specified: (i) RentsNon-delinquent general real estate, in accordance with Section 10.4(c) belowpersonal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the current tax year for the Property. (ii) Cash Security Deposits Non-delinquent utility charges, if any, and any prepaid rents, together with any interest required to such other items that are customarily prorated in transactions of this nature shall be paid thereonratably prorated. (iii) Utility Rent and other charges payable under the Leases shall be prorated. Rents and other charges under the Leases which are unpaid or delinquent as of the Closing shall not be prorated, and rents and other amounts received by SellerPurchaser after the Closing from a tenant owing such delinquent rent or other charges shall be applied (A) first, includingto rents due from such tenant for the month in which such payment is received by Purchaser; (B) second, without limitation, electricity, water charges and sewer charges. If there to rents attributable to any period after the Closing which are meters past due on the Real Propertydate of receipt; and (C) finally, final readings to rents and final ▇▇▇▇other charges delinquent as of the Closing (and Purchaser promptly shall remit such amounts to Seller). Purchaser agrees that it shall use commercially reasonable efforts to collect any such delinquent rents by continuing to ▇▇▇▇ tenants for utilities will any delinquent rents (provided, however, that Purchaser shall have no obligation to terminate the Lease or to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent rents). Percentage rents payable under the Milan Ventures Lease for the calendar or fiscal year in which the Closing occurs shall be made if possible prorated after Closing as provided below on an annualized basis as of the day before of Closing. Purchaser will remit to Seller the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings portion of all said meters to be performed not more than five any such percentage rents within thirty (530) days prior after such percentage rents have been determined and paid by the tenant to Purchaser under the Closing Date, and a per diem adjustment shall be made Milan Ventures Lease for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providerssuch calendar or fiscal year’s sales. (iv) Amounts payable The amount of all unapplied security deposits under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes Leases shall be upon the basis of the tax rate for the preceding year applied credited to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaPurchaser; provided, however, that if any increase tenant security deposit is in the assessed value form of a letter of credit, there shall be no credit against the Purchase Price with respect to any such tenant security deposit. At Closing, Seller shall deliver an original of each letter of credit serving as a tenant security deposit to Purchaser through escrow along with the documents executed by Seller that are required to be executed by Seller to transfer such letter of credit to Purchaser. Following Closing, Purchaser shall, at Seller’s cost and expense, deliver the same, along with any required fees paid by Seller, to the issuing bank so that the same can be processed and transferred to Purchaser. (v) Except as hereinbelow expressly provided, Seller is responsible for the tenant improvement costs and/or tenant improvement allowances (including space planning and architectural costs) and leasing commissions due in connection with the current term of all of the Property results from improvements made Leases entered into on or before April 30, 2013, and those remaining to be paid are identified on Exhibit N attached hereto. To the extent that any of the same have not been paid as of the Closing, Seller shall provide Purchaser a credit against the Purchase Price at Closing, and Purchaser shall, to the Property by Purchaserextent of such credit, then be responsible for the same after the Closing. Purchaser shall be solely responsible responsible, without a credit against the Purchase Price, for (i) all leasing commissions and tenant improvement costs due in connection with new leases or any increase extensions, renewals or expansions by any tenants after April 30, 2013, to the extent the amount of such commissions and tenant improvement costs were disclosed to Purchaser in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years writing prior to the tax year expiration of the Due Diligence Period or otherwise approved by Purchaser in which connection with Purchaser’s approval of any such new lease, lease extension, renewal or expansion, and (ii) the leasing commissions and tenant improvement costs due in connection with the leases or potential leases or lease renewals or expansions with the parties described on Exhibit S attached hereto to the extent such tenant improvement costs and leasing commissions are disclosed in Exhibit S attached hereto or are otherwise hereafter approved (or deemed approved) by Purchaser pursuant to Section 10(a). At Closing, Purchaser will pay to Seller (or the credit from Seller to Purchaser shall be reduced by) an amount equal to the sum of (x) the portion of any leasing commissions, tenant improvement costs and other expenses, including reasonable attorneys’ fees, actually paid by Seller after the Effective Date and prior to Closing occurs shall belong solely pursuant to Sellerthe negotiation and execution of any new leases or renewal or expansion of any Lease approved (or deemed approved) by Purchaser pursuant to Section 10(a), regardless of whether and only to the extent such refunds amounts were disclosed to Purchaser in writing and approved (or deemed approved) by Purchaser pursuant to Section 10(a), plus an amount equal to any leasing commissions and tenant improvement costs disclosed on Exhibit S that are paid or credits are given before or after Closing. Any tax refunds or credits attributable by Seller prior to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value Purchaser shall be entitled to a credit against the Purchase Price at Closing for any and all remaining abated rent after Closing, reflected on Exhibit G attached hereto. (vii) Purchaser shall be credited at Closing for all unsatisfied amounts under all capital contracts and contracts pertaining to works of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days improvement entered into by Seller prior to the Closing by Seller’s supplierdate of this Agreement with respect to the Property including, without limitation, the costs identified on Exhibit O attached hereto. Seller shall remain responsible for satisfying any of such costs which were not credited (but were supposed to be credited) to Purchaser at Closing. (b) Seller will For purposes of calculating prorations, Purchaser shall be charged deemed to be in title to the Property, and, therefore, entitled to the income therefrom and credited responsible for the amounts of all of expenses thereof for the Proration Items relating to entire day upon which the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration TimeClosing occurs. The estimated Closing All such prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a final cash settlement will be made between three hundred sixty-five (365) day year. Seller shall prepare a schedule of prorations and Purchaser. No prorations will be made in relation deliver it to insurance premiums, and Seller’s insurance policies will Purchaser not be assigned less than two (2) business days prior to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsClosing. (c) Purchaser will receive a credit on the Closing Statement for the prorated The amount (as of the Proration Time) of all Rental previously paid to or collected such prorations shall be initially performed by Seller and Purchaser at Closing but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser agree to cooperate and use their best efforts to make such adjustments no later than six (6) months after the Closing (except as provided in clause (B) below and with respect to property taxes, which shall be adjusted within ninety (90) days after the tax bills for the applicable period are received). Without limiting the generality of the foregoing, Seller and Purchaser agree that: (i) (A) Seller has completed and sent to the tenants under the Leases year-end reconciliations of reimbursable expenses under the Leases for the year ending December 31, 2012. Seller is responsible for providing Purchaser with a credit against the Purchase Price at Closing for any amounts that the tenants under Leases overpaid during 2012, but only to the extent such amounts have not been paid to such tenants prior to Closing or credited to such tenants’ rent obligations attributable to any period following the Proration Time. After the Closingaccruing prior to Closing (with respect to any such amounts that have been paid to tenants prior to Closing or credited to such tenants’ rent obligations, Seller will cause Purchaser shall be entitled to be paid or turned over written evidence thereof reasonably satisfactory to Purchaser all Rentalconfirming the same), if anyand Seller is entitled to any amounts (if, and when, received by Seller after Closing and attributable to any period following from the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants tenants) that tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Dateunderpaid during 2012 (and, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current such amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant payable to Seller. Any sums due Seller will be promptly remitted , Purchaser agrees that it shall use commercially reasonable efforts to Seller. collect such amounts by billing tenants for such amounts, provided, however, that Purchaser shall not modifyhave no obligation to institute legal proceedings, amend or terminate including an action for unlawful detainer, against a tenant owing any existing agreements with Tenants relating to past rent due.such amounts);

Prorations and Adjustments. (a) 4.3.1 Except as otherwise provided in this Section 4.3 and in the Transition Agreement between Williams Energy Marketing & Trading Company, Buyer and Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits th▇ ▇▇▇▇▇▇e Sharing Agreement between Williams Energy Marketing & Trading Company and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, includingall taxes, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final a▇▇▇▇▇▇▇▇ for utilities will ▇ts, utilities, rents and other expenses and revenues arising out of or relating to Seller's interest in the Subject Property shall be made if possible on prorated between Seller and Buyer as of the day before Effective Time. Buyer and Seller hereby agree to cooperate, following the Closing DateClosing, in the distribution of any such expense(s) and/or revenue(s) the amount of which event no proration will is unknown as of the Effective Time. 4.3.2 All real estate, personal property, and other ad valorem taxes assessed or payable for all years prior to 2001 against the Subject Property shall be made the responsibility of Seller. That portion of real estate, personal property, and other ad valorem taxes assessed or payable for the year 2001 against the Subject Property shall be prorated between the parties to the Effective Time, with Seller being responsible for the prorated portion of such taxes up to the Effective Time, and Buyer being responsible for its prorated portion of such taxes at the Closing with respect to utility billsEffective Time and thereafter. If meter readings on the day before the Closing Date are not possibleSeller's prorated portion of such 2001 taxes is payable in arrears, then Seller will cause readings pay Buyer, at Closing, Seller's estimated proportionate share of all said meters to be performed not more than five (5) days prior to the Closing Date2001 real estate, personal property, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date ad valorem taxes, such estimate being based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providerslatest assessment, and Purchaser will Buyer shall be obligated to make its own arrangements responsible for any deposits with payment of all such taxes for the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior 2001 tax year and upon payment thereof, necessary corrections to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be 2001 amount paid at Closing by Purchaser Seller will be paid promptly by the appropriate party to Seller (if the prorations result other party. If Buyer's prorated portion of such 2001 taxes is payable in a net credit advance, Buyer will reimburse to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price , at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing amount of such prepaid taxes which is attributable to the period on and after the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, Effective Time and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and which have been paid by Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. 4.3.3 Buyer shall pay at Closing: (a) all recording fees; (b) all survey fees related to any survey conducted by Buyer pursuant to Section 5.3.1(b); (c) Purchaser will receive a credit on any and all escrow or closing agent fees; (d) all premiums of title insurance policies and any endorsements thereto desired by Buyer related to the Closing Statement Subject Property and (e) one-half of the cost of identification and measurement of Crude Oil Inventories and Product pursuant to Section 8.2(b). 4.3.4 Seller shall pay at Closing: (a) all sales, use, excise or personal property transfer taxes related to the Subject Property; (b) all fees charged by the Title Company related to providing the Title Commitment for the prorated amount Subject Property and any updates thereto, (as c) all survey fees related to any surveys provided by Seller pursuant to Section 5.3.1(a) and (d) one-half of the Proration Time) cost of all Rental previously paid identification and measurement of Crude Oil Inventories and Product pursuant to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such LeaseSection 8.2(b), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller Prorations and adjustments shall be made between Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters shall be set forth in the Settlement Statement agreed to by the parties on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before or prior to the Closing Date, in which event accordance with Sections 3.3(a) through (e) below, to the extent ascertainable at or prior to Closing. To the extent not so ascertainable, Purchaser and Seller shall estimate at Closing and finalize prorations and adjustments to the Purchase Price after Closing in the case of the prorations and adjustments described in: (i) Sections 3.3(a) through (e), to the extent reasonably ascertainable, by no proration will later than six (6) months from the date hereof, and (ii) Section 3.3(f), to the extent reasonably ascertainable, no later than one (1) year from the date hereof. Notwithstanding the foregoing, the parties understand and agree that finalizing prorations and adjustments to the Purchase Price as aforesaid shall not be deemed to relieve any party for obligations and liabilities retained, assumed or assigned pursuant to this Agreement or in any of the Conveyancing Documents, including the respective obligations and liabilities under this Section or Section 3.4. Unless otherwise stated hereafter, all prorations and adjustments shall be made at on a per diem basis, with Seller responsible for the Closing with respect number of days in the applicable period up to utility bills. If meter readings on the day before the Closing Date and Purchaser responsible for the Closing Date and all days thereafter. Any amount which Purchaser is obligated to pay in accordance with the prorations provided below: (A) which has been paid by Seller as of the Closing Date, or will be paid outside Closing by Seller in the event the invoices for same are not possible, then received by Seller will cause readings of all said meters to be performed not more than after five (5) business days prior to the Closing Date, and a per diem adjustment at Seller's election, shall be made for the days between the meter reading date and the Closing Date based reimbursed by Purchaser or treated as a credit in favor of Seller on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and thereafter Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds making such payment; or credits attributable to tax years prior to the tax year in (B) which has not been and will not be paid by Seller as of the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid Date as set forth in this Agreement or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned otherwise agreed upon between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between assumed by and become the parties in the same manner as the refunds and/or credits. The provisions sole responsibility of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged Purchaser and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations no adjustment shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid made at Closing by Purchaser for same. Any amount which Seller is obligated to Seller (if pay in accordance with the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are provided below which has not known been paid as of the Closing Date, the prorations will Date shall: (1) be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive treated as a credit in favor of Purchaser on the Closing Statement Date and Purchaser shall assume and be solely responsible for making such payment; or (2) at Seller's option in the prorated amount (as of event the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, invoices for same are received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals five (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due 5) business days prior to the Closing Date, shall be paid by Seller outside Closing and payment thereof has not been made on or before the Proration TimeSeller shall be solely responsible for timely making such payment. Delinquent Rental will not be prorated. Purchaser Each party agrees to use good faith collection procedures provide the other with respect to the collection written evidence of any Delinquent Rental. All sums collected by Purchaser in the month payment of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current such amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueupon request.

Prorations and Adjustments. (a) Seller Subject to the terms and Purchaser agree methodology provided on Exhibit U attached hereto and made a part thereof, which shall control over any contrary provision of this Section 5.05 with respect to prorate and/or adjustcertain prorations relating to Hotel operations, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits all normally and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellercustomarily proratable items, including, without limitation, electricityreal estate and personal property taxes (“Taxes”), water charges utility expenses, expenses arising under the Contracts, condominium association assessments and sewer charges. If there are meters on expenses and rents and expenses arising under the Real PropertyTenant Leases, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before prorated as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be being charged and credited for all of the Proration Items relating same through the day before the Closing Date and Purchaser being charged and credited for all of the same on and after the Closing Date. (b) If the Taxes for the year of Closing are not known as of the Closing Date, the proration for Taxes will be determined based upon the appraised value of the Real Property and the tax rates applicable to the period after Real Property during the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser year prior to the Closing Date (calendar year of the “Closing Statement”). The Closing StatementClosing; provided, once agreed uponhowever, if the lawsuit described in item 2 of Exhibit I has been finally determined as of the Closing, the value determined in such lawsuit shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser used to Seller calculate the tax rates for the year of Closing. (if the prorations result in a net credit to Sellerc) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items to be prorated with respect to income or expenses other than Taxes are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will with respect to those items shall be made on the basis of best information then available. (d) With respect to Taxes and other income or expenses, after the actual figuresamounts thereof are known, and a final cash settlement adjustments, if needed, will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (ce) Utilities for the Real Property, including water, sewer, electric, and gas, based upon the last reading of meters prior to the Closing shall be prorated. Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items. Seller shall pay at Closing the bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto. If the utility company will not issue separate bills, Purchaser will receive a credit on against the Closing Statement Purchase Price for Seller’s portion and Purchaser will pay the entire ▇▇▇▇ prior to delinquency after Closing. If Seller has paid any utilities in advance, then Purchaser shall be charged its portion of such payment at Closing. {N4542684.1} 13 (f) All deposits held by the providers of utility services to the Real Property shall, at Seller’s option, be refunded to the Seller by the appropriate utility providers, or be assigned to Purchaser at the Closing, with the assigned amounts being paid by Purchaser to Seller at Closing. Purchaser shall be solely responsible to make arrangements for the prorated amount continuation of utility services to the Real Property, including without limitation, the obligation to post new utility deposits in the event Seller elects to obtain a refund of Seller’s existing deposits from the providers of utility services. Seller will notify Purchaser at least ten (10) days prior to Closing of any utility deposits which Seller intends to have refunded. (g) All security deposits under the terms of the Tenant Leases shall be delivered or credited to Purchaser at the Closing, and Purchaser will assume all liabilities and obligations of Seller in connection with such security deposits. (h) All rents, expense reimbursements and other income collected with respect to the Real Property as of the Proration Time) Closing Date for the then current month shall be prorated as of all Rental previously paid the Closing Date. With respect to or collected by Seller and attributable to uncollected rents for any period following prior to Closing (the Proration Time“Seller’s Rents”), Purchaser shall pay to Seller all of Seller’s Rents as and when collected. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller shall make a diligent attempt after Closing and attributable to any period following collect the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each TenantSeller’s proration share Rents in the usual course of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior Nothing contained herein shall prohibit, limit or restrict Seller from collecting or attempting to collect Seller’s Rents directly from any tenant in any lawful manner after the Closing, but Seller cannot threaten, or take any action against a delinquent tenant, to terminate such delinquent tenant’s lease One hundred eighty (180) days after the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be proratedPurchaser shall provide Seller with a written accounting of all of Seller’s Rents collected by Purchaser after Closing. Purchaser agrees shall promptly pay to use good faith collection procedures Seller all Seller’s Rents collected by Purchaser after Closing and not previously remitted by Purchaser to Seller. In making the computations required by this Section, all amounts of delinquent rent and expenses collected from tenants shall be applied: (i) first to Purchaser’s actual and reasonable costs of collection, including, without limitation, court costs and reasonable attorneys’ fees (if and only if Seller has previously approved in writing Purchaser’s proposed retention of an attorney to collect Seller’s Rents); (ii) next, to the then-current rents; and (iii) finally, to Seller’s Rents. (i) Seller or Purchaser, as the case may be, shall receive a credit for charges under Contracts and with respect to the collection of any Delinquent Rental. All sums collected by Purchaser licenses, permits, or other items included in the month Intangible Personal Property assigned to Purchaser which are paid and applicable to Purchaser’s period of Closing shall be applied ownership or payable and applicable to Seller’s period of ownership, respectively. (j) Seller and Purchaser agree to the month of Closingterms and provisions set forth in Exhibit Y attached hereto and incorporated herein for all purposes. All sums collected by The Purchase Price may be adjusted at Closing in accordance with the terms and provisions set forth in Exhibit Y. (k) If a final proration cannot be made at Closing for any item being prorated under this Section 5.05 then Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and Seller agree to prorate or re-prorate such item on a fair and equitable basis as soon as invoices, bills or other specific services adequate information are available and all applicable reconciliations with tenants have been completed, with final adjustment to be made as described soon as reasonably possible after the Closing but in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.no event

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(cAll revenues (including but not limited to rent due from the residents of the Facilities) below. and expenses (iiincluding but not limited to payroll and employee benefits) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior related to the Closing Date, and a per diem adjustment ownership or operation of the Sellers' Assets shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known prorated as of the Closing Date, with Sellers responsible therefor for the prorations will period prior to the Closing Date and with Purchaser responsible therefor for the period from and after the Closing Date. (ii) Real and personal property taxes shall be made at prorated as of the Closing on the basis of that Sellers shall be charged for any taxes which are to be paid by Purchaser after Closing but which relate to the best evidence then available; thereafter, when actual figures period prior to Closing (whether or not the amounts subject to such proration are received, re-prorations will be included in the Reserves for which payment is made on the basis of the actual figures, by Purchaser or NHP pursuant to Section 2(a)(i)) and that Sellers shall get a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the credit at Closing for twelve (12) monthsany taxes paid by Sellers prior to Closing but which relate to the period from and after Closing(whether or not the amounts subject to such proration are included in the Reserves for which payment is made by Purchaser or NHP pursuant to Section 2(a)(i)). (ciii) Purchaser will receive Sellers shall cause the managers of the Facilities to arrange for a credit on final statement with respect to all utilities serving the Closing Statement for Real Property and the prorated amount (Facilities as of the Proration TimeClosing Date and, within sixty (60) days after the Closing Date or earlier if required to avoid the imposition of any liens against the Facilities, shall pay all Rental previously paid to or collected by Seller fees identified thereon and attributable to any period following the Proration Time. After the Closing, Seller will cause Purchaser shall arrange for all such utilities to be paid or turned over to Purchaser billed in its name from and after the Closing Date and shall pay all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” fees due therefor as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees shall pay to use good faith collection procedures Seller at Closing an amount equal to the outstanding utilities deposits paid by Seller to utility providers with respect to the collection Facilities as set forth more fully in Exhibit E hereto. ---------- (iv) In the event Purchaser receives a credit against its license application fees for any amounts paid by Sellers for the period covered by Purchaser's license, Purchaser shall remit to Sellers at closing an amount equal to such credit. (v) All amounts due and owing between each of the Sellers, on the one hand, and the Purchaser or ESC, as applicable, on the other hand, under the Management Agreements including, but not limited to, management fees due to Purchaser or ESC, the reimbursement by the applicable Seller of any Delinquent Rental. All sums collected expenses advanced by Purchaser or ESC on behalf of such Seller during the course of the management of the Facility owned by such Seller, the reimbursement by Purchaser or ESC, as applicable, of any expenses paid by the applicable Seller that relate to the period after Closing and any amounts owing from Sellers under the Emeritus Pooled Liability and Workers Compensation/Occupational Injury Insurance Programs (the "Programs") with respect to the participation of the Facilities, other than the Essington Manor Facility, in the month Programs (but specifically excluding the Termination Security Payment or amounts due with respect to tail insurance, which amounts Purchaser has agreed to waive in its capacity as the administrator of Closing the Programs) shall be applied reconciled on a Facility by Facility basis and a final payment shall be due from Purchaser to the month of Closing. All sums collected by Purchaser thereafter applicable Seller or from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant the applicable Seller to Purchaser, and then delinquencies owed by as applicable, within sixty (60) days after the Closing which includes such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Facility. (vi) Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating receive a credit at each applicable Closing against the Purchaser Cash Payment for the amounts due to past rent due.Purchaser from the applicable Seller for the cost of certain repairs to the Facilities as set forth more fully in Exhibit G. -----------

Prorations and Adjustments. The following items shall be prorated and adjusted between Buyer and Seller at the Closing: (a) Seller Security deposits described by the Leases and Purchaser agree originally paid by the tenants shall be credited to prorate and/or adjust, Buyer at Closing. Real estate property taxes and general or special assessments due and payable prior to the date of Closing shall be paid in full on or prior to the date of Closing. Real estate property taxes and assessments accrued and assessed against the Property but not yet due and payable shall be accounted for and prorated as of 11:59 p.m. the date of Closing on the day preceding basis of 100% of the Closing Date most currently issued (at the “Proration Time”)time of Closing) real estate tax bills and the net credit to Buyer shall be paid in cash or as a credit against the Purchase Price. If Seller has paid taxes applicable to periods on or after the date of Closing, the following (collectivelynet credit to Seller shall be added to the amount due by Buyer at Closing. To avoid any doubt, Seller shall have responsibility on an accrual basis for the “Proration Items”): (i) Rentspayment of all real estate taxes and assessments for each day prior to Closing, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇whether a ▇▇▇▇ for utilities will be made if possible on the day before the Closing Datehave issued, in which event no proration will be made at the Closing with respect to utility billsor not. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of The real estate taxes shall be upon the basis reprorated within ninety (90) days of issuance of the actual tax rate bills. In addition, any deposits for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes and assessments made by any tenant(s) shall be credited to Buyer at Closing. If any general or special assessment (by reason as contrasted to ad valorem taxes) are payable in installments, Buyer shall receive a cash credit at Closing for the gross amount due and payable after the date of change in either assessment or rate or Closing. (b) Rent, percentage rent and reimbursements for any common area maintenance charges, insurance premiums and other reason lease charges (other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportionedreal estate taxes and assessments, a new computation which shall be madeaccounted for and prorated as provided in Section 8(a) above) shall be accounted for and prorated as follows: except as otherwise provided in this Agreement, Buyer shall be entitled to all rents, percentage rent, miscellaneous income and reimbursements for common area maintenance charges, insurance premiums and other lease charges accruing on the date of and after the Closing, and Seller shall be entitled to all such items, if any, accruing prior to the Closing. At Closing, Seller shall credit Buyer in an amount equal to the scheduled rent and reimbursements from and including the Closing date through the end of the month in which Closing occurs and Seller shall retain such payments as received from the tenants for the month in which Closing occurs. Seller shall not receive any credit at Closing with respect to any unpaid accrued rents, percentage rents and reimbursements for common area maintenance charges, insurance premiums and other lease charges owing from tenants of the Property as of the date of Closing. Seller shall not retain any security deposits or prepaid rent to offset any unpaid accrued rent or other unpaid amounts. With respect to any such unpaid amounts, Buyer agrees to pay Purchaser reasonably cooperate with any increase shown efforts by such recomputation and vice versaSeller to collect same; provided, however, Seller shall not be entitled to bring an action against any tenant which seeks to terminate its lease or for possession of its demised premises, and provided further that if Seller shall reimburse Buyer for any increase cost or expense incurred by Buyer in connection with such cooperation. If Buyer collects any such unpaid amounts, Buyer shall be entitled to apply such payment first, on account of past due amounts owed to Buyer; second, on account of current amounts owed to Buyer; and third, on account of past due amounts owed to Seller. Buyer shall receive a credit at Closing in the assessed value amount of any balance remaining in any tenant’s common area maintenance escrow account accruing from the Property results from improvements made date Seller last reconciled such account with each tenant, less current expenses. (c) Expense prorations - Except insofar as the same constitute expenses pro ratable under Subsection 8(a) or Subsection 8(b) above, utility charges and deposits, fuels and all other items of expense customarily prorated on the transfer of properties similar to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based prorated on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the an accrual basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at date of Closing on the basis of the best evidence most recent ascertainable bills or on other reliable information with respect to each item of expense. In the alternative Seller will provide Buyer with a certification that no additional proratable items exist with respect to the Property. Seller shall use good faith efforts to cause the release to Seller of any utility deposits held as of the date of Closing. If Seller is not successful in its attempt to do so, Seller shall notify Buyer thereof no later than 5-business days prior to the date of Closing and Seller shall receive a credit a Closing in an amount then available; thereafter, when actual figures are received, re-prorations will actually on deposit. Utility charges and like items of expense customarily prorated as of the date of Closing shall be made on the basis reprorated upon issuance of the actual figuresbills therefor. (d) For purposes of calculating prorations and adjustments, Buyer shall be deemed to be in title to the Property, and therefore entitled to income therefrom and responsible for the expenses thereof, for the entire day on which the Closing occurs. Except as otherwise described, all prorations and adjustments shall be final, except that, in the event of any computational mistake or error, the parties shall make an appropriate adjustment(s) in cash between them to correct such mistake or error promptly after the discovery thereof. (e) In the event that on or prior to the first anniversary of the date of Closing a final cash settlement will be made between tenant of the Property exercises any right that it might have under its lease to inspect or audit the common area maintenance expenses for the Property for any period prior to the date of Closing, Buyer shall promptly notify Seller of such exercise. Seller, at the cost and Purchaser. No prorations will be made in relation expense of Seller, shall have the right to insurance premiumsfully participate in, and Seller’s insurance policies will not at its election, take over the management and defense of, such inspection or audit and any litigation, mediation and/or arbitration proceedings resulting from such inspection or audit. Buyer shall reasonably cooperate with the efforts of Seller in connection with any such inspection, audit, litigation, mediation and/or arbitration proceeding and shall utilize reasonable efforts to minimize or mitigate any liability of Seller hereunder. Seller hereby covenants and agrees to indemnify and hold harmless Buyer from and against any liabilities Buyer shall suffer as a result of any refund of common area costs or payment of costs and expenses as a result of any such inspection or audit initiated on or prior to the first anniversary of the date of Closing for any period prior to the date of Closing. (f) Seller hereby agrees to comply with the bulk sale and withholding requirements (from the net proceeds of sale) which may be assigned to Purchaser. imposed by the Commonwealth of Virginia upon a Seller of property or an interest in property, however characterized. (g) At Closing, Buyer shall receive a credit for all free rent in favor of any tenant which extends from and after the date of Closing together with a credit for any other tenant improvement allowances, like-concessions and brokerage commissions which are due and payable from and after the date of Closing. (h) The provisions of this Section 10.4(b) will 8 shall not be merged into the Deed delivered by Seller at Closing and shall survive the Closing for twelve (a period of 12) months. (c) Purchaser will receive a credit on -months from the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month date of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. 5.1 Collected rents (a) Seller and Purchaser agree to prorate and/or adjustincluding CAM payments), as of 11:59 p.m. operating expenses, ad valorem taxes on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits Property and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ personal property taxes for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Selleroccurs, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs and utility charges shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price prorated at the Closing. If the actual amounts of the Proration Items are not known , effective as of the Closing DateDate with Purchaser receiving the rents and paying the expenses for the date of Closing provided Purchaser’s funds are received by the Escrow Agent on or before 3 pm, the prorations will be made at Closing Lincoln, Nebraska time on the basis date of Closing, utilizing the best evidence then available; thereafter, when actual figures are received, re-prorations will available computations of such items. Delinquent rents collected by Purchaser or Seller after Closing shall be made on the basis of the actual figuresfirst delivered to Purchaser and applied to any amounts due Purchaser by any such tenant, and a final next delivered to Seller. If current ad valorem tax assessments are unavailable at Closing, said ad valorem taxes shall be adjusted based on tax assessments for the immediately preceding tax year, with said tax proration to be adjusted in cash settlement will between the parties, based on actual taxes for the current year, at the time such actual taxes are determined; provided, however, all special tax assessments made by any taxing authority with respect to the Property shall be made between the sole responsibility of Seller and Purchasershall be paid by Seller at Closing. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will shall receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to tenant security deposits that are not yet forfeited or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause due to be paid or turned over refunded to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users tenants of the Property. Rental is “Delinquent” when it was due Seller and Purchaser shall consult and cooperate with each other concerning the billing and collection of operating expenses for calendar year of Closing from the tenants. When collected, such operating expenses shall be prorated as of the Closing Date and the prorated portion paid to the other party by the party receiving such payments. Insurance costs shall not be prorated. 5.2 Tenant and related landlord improvement expenses (including all hard and soft construction costs, whether payable to the contractor or the tenant), lease commissions, tenant allowances and other out-of-pocket costs which are the obligation of the landlord under Leases shall be allocated between the parties as provided hereinbelow according to whether such obligations arise in connection with (i) Leases executed prior to the Closing Datedate of this Agreement, and payment thereof has not been made on including renewal or before expansion rights under such Leases as properly exercised after the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect date of this Agreement (collectively, “Existing TI Obligations”), or (ii) new Leases entered into by Seller during the pendency of this Agreement, subject to the collection terms and conditions of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant this Agreement (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due“New TI Obligations”).

Prorations and Adjustments. The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified: (a) Seller Collected Rents and Purchaser agree to prorate and/or adjustother charges, other than for Tenants who owe Delinquent Rents (as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”hereinafter defined), for the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, month in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possibleoccurs, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. Rents unpaid for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year month in which the Closing occurs shall belong solely to Selleroccurs, regardless which are uncollected as of whether such refunds Closing but which are paid or credits are given before or after Closing. Any tax refunds or credits attributable to received within the tax year month in which the Closing occurs shall be apportioned between Seller prorated. Rents and other charges which at the Closing are thirty (30) or more days past due ("Delinquent Rents") shall not be prorated, but are the property of Seller, subject to the following: Rents and other amounts received by Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals within thirty (30) days after the Closing from a Tenant owing Delinquent Rents shall be apportioned between applied (i) first, to all Purchaser's costs of collection incurred with respect to such Tenant (including reasonable attorneys' fees); (ii) second, to rents due for the parties month in which such payment is received by Purchaser; (iii) third, to rents attributable to any period after the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, Closing which are past due on the basis date of a reading made within ten receipt; and (10iv) days prior then, to Delinquent Rents. Seller shall promptly remit to Purchaser all sums received by Seller from Tenants after the Closing by Seller’s supplierother than for rents for which Purchaser received credit hereunder. (b) Seller will be charged and credited for the amounts The amount of all of the Proration Items relating to the period up to security and including the Proration Timeother Tenant deposits and interest due thereon, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed uponif any, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit credited to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated in accordance with custom in the City of Omaha, Nebraska; that is, due to the fact that the County and City levy included in each year’s real estate tax assessment are for different years, all real estate taxes that would first become delinquent in the event of non-payment in the year of closing shall be pro-rated to the Closing Date. Seller shall pay all prior year’s taxes and Purchaser will shall pay all subsequent year’s taxes. (d) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated. Seller shall pay documentary stamp taxes on the Deed. (e) To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year. As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM Charges are owed under each Lease. Five (5) days prior to Closing the Seller shall submit to Purchaser an itemization of its actual CAM Charges operating expenses through such date and the amount of CAM Charges received by the Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing Date. In the event that the Seller has received CAM Charges payments in excess of its actual CAM Charges operating expenses, the Purchaser shall be entitled to receive a credit on against the Closing Statement Purchase Price for the prorated amount (as of excess. In the Proration Time) of all Rental previously paid to or collected by event that the Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, has received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the LeaseCAM Charges payments less than its actual CAM Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, the Seller shall be entitled to receive any deficit but only after the Purchaser has received any true up payment from the Tenant. Upon receipt by either party of any CAM Charge true up payment from a Tenant, the party receiving the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and shall provide to the other sums and charges payable by Tenants under the Leases or from other occupants or users party its allocable share of the Property“true up” payment within five (5) days of the receipt thereof. Rental is To assist the Purchaser in preparing “Delinquenttrue up” when it was due prior reconciliation at the end of the CAM Lease Year, the Seller shall deliver to the Purchaser at Closing Date, and payment thereof has not been made on or before records of all of the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due’s CAM Charge expenditures.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. For any utility that is lienable for non-payment, the parties shall comply with local custom. (iv) Amounts payable under the Apex Agreement, and under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The parties shall further endeavor to prorate and adjust real estate taxes in accordance with local custom. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. The following shall be prorated and adjusted as of the date of Closing: (a) Seller Real and Purchaser agree personal property taxes shall be prorated based upon the current year's tax with due allowance made for the maximum allowable discount and exemptions if allowed for said year. If the current year's assessment is not available, then taxes will be prorated based upon the tax assessment for the Property for the immediately preceding year, with due allowance made for the maximum allowable discount and exemptions if allowed for said year. The tax proration shall be subsequently readjusted upon receipt of the actual tax ▇▇▇▇ within ten (10) days after written request of either party hereto. This provision shall survive the termination of this Agreement and the conveyance of the Property to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowPurchaser. (iib) Cash Security Deposits and any prepaid rentsCertified governmental liens or special assessment liens, together with any interest required to if any, will be paid thereonby the Seller. Pending governmental liens, if any, will be assumed by the Purchaser unless the improvement for which the lien has been levied has been substantially completed as of the date of Closing, in which event Seller shall pay for such pending liens. (iiic) Utility charges payable by Security deposits, if any, from tenant's leases and other contracts, deposits, including advance booking deposits, prepaid rent and escrows held in connection with tenancies of the Property shall be transferred to Purchaser. (d) Rents and other revenues shall be prorated. Proration of rents shall be of those actually received and Purchaser shall be entitled to all rents and other income accruing from and after the date of Closing. Any rentals or other sums due Seller before closing, but not yet collected as of the date of Closing, shall be Seller's exclusive responsibility to collect. (e) All utility charges, includingincluding but not limited to, without limitationtelephone service, electricitygas, water charges and sewer chargessewer, and electric power shall be prorated as of the date of Closing. If there are meters on At least ten (10) days prior to Closing, Seller shall notify all utilities servicing the Real PropertyProperty of the contemplated change in ownership, final readings and final direct that current ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior services rendered up to the date of Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice directed to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific future ▇▇▇▇▇▇▇▇ for tenant work orders services rendered on or after the Closing Date be directed to Purchaser with no interruption of service. Such notice shall be provided in writing and copies of same furnished by Seller to Purchaser. Only deposits, standby charges and other specific services as described in prepayments which may be assignable and governed by Section 10.4(e) below) will be applied first are assigned to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modifybe paid for by Purchaser at Closing. Non-assignable deposits and other charges shall be refunded to Seller and replaced by Purchaser with appropriate adjustment to the proration. (f) All other income, amend receivables, claims and rights to revenue derived from the Property accruing or terminate any existing agreements with Tenants relating to past rent duethe period up to the date of Closing shall belong to the Seller and it shall be Seller's exclusive responsibility to collect same if it has not done so by Closing. All other income relating to the Property shall be paid to the Purchaser. (g) Insurance premiums relating to the Property shall be prorated if Purchaser elects to assume such Insurance. (h) Any unpaid operating expenses incurred during the month of Closing shall be prorated; provided that Purchaser's responsibility shall not exceed $5,000.

Prorations and Adjustments. (a) Seller Prorations and adjustments shall be -------------------------- made between Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters shall be set forth in the Settlement Statement agreed to by the parties on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days or prior to the Closing Date, in accordance with Sections 3.3(a) through (e) below, based upon the best evidence --------------------------- then available. All prorations, other than any proration relating to pass-throughs and other Tenant reimbursable amounts under the Leases ("Tenant Reimbursable Amounts ") or to Protest Proceedings as described in Section 3.3(f) below ("Protest Proceeding Amounts"), shall be deemed final at Closing. The Tenant Reimbursable Amounts and the Protest Proceeding Amounts shall be finalized by the parties no later than six (6) months after the Closing Date. Notwithstanding the foregoing, the parties understand and agree that any prorations and adjustments to the Purchase Price as aforesaid shall not be deemed to relieve any party for obligations and liabilities retained, assumed or assigned pursuant to this Agreement or in any of the Conveyancing Documents, including the respective obligations and liabilities under this Section or Section 3.4. Unless otherwise stated hereafter, all prorations and adjustments ----------- shall be made on a per diem adjustment shall be made basis, with Seller responsible for the number of days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the applicable period up to and including the Proration Time, Closing Date and Purchaser will be charged responsible for the period commencing on the day after the Closing Date and credited for all of the Proration Items relating days thereafter. In addition to the period after foregoing and notwithstanding anything contained herein to the Proration Time. The estimated contrary, if Seller fails to receive the Purchase Price, as adjusted herein, before 3:00 p.m. Central Time on the Closing prorations shall be Date, the proration and adjustments set forth on a preliminary closing statement the Settlement Statement shall be further adjusted so that all proration items shall be prorated as of the business day immediately following the Closing Date. Any amount which Purchaser is obligated to be prepared pay in accordance with the prorations provided below: (A) which has been paid by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations or will be made at paid outside Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following in the Proration Time. After event the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, invoices for same are received by Seller after Closing and attributable to any within the five (5) business day period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, at Seller's election, shall be reimbursed by Purchaser or treated as a credit in favor of Seller on the Closing Date, and payment thereof thereafter Seller shall be solely responsible for making such payment; or (B) which has not been made on or before the Proration Time. Delinquent Rental and will not be proratedpaid by Seller as of the Closing Date shall be assumed by and become the sole responsibility of Purchaser and no adjustment shall be made at Closing for same. Any amount which Seller is obligated to pay in accordance with the prorations provided below which has not been paid as of the Closing Date shall: (1) be treated as a credit in favor of Purchaser on the Closing Date and Purchaser shall assume and be solely responsible for making such payment; or (2) at Seller's option in the event the invoices for same are received by Seller within the five (5) business day period prior to the Closing Date, shall be paid by Seller outside Closing and Seller shall be solely responsible for timely making such payment. Each party agrees to use good faith collection procedures provide the other with respect written evidence of payment of such amounts upon request. Seller agrees to indemnify, defend and hold Purchaser harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including, but not limited to, attorneys' fees and expenses) asserted against or incurred by Purchaser by reason of or arising out of any failure by Seller to make the payments to be made by Seller in accordance with the prorations provided below, to the collection of any Delinquent Rental. All sums collected by extent Purchaser in the month of Closing shall be applied to the month of was not given a credit therefor at Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller The following shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between Contributor and Subsidiary as of 11:59 p.m. the Closing Date, except as otherwise specified: 12.1. The amount of all security and other Tenant deposits, and interest due thereon, if any, shall be credited to Subsidiary or paid to Subsidiary at Closing. Any non-cash securities and documents deposited for such purposes shall be transferred to Subsidiary at Closing; 12.2. Subsidiary and Contributor shall divide the cost of any closing escrow fee charged by the Title Company hereunder equally between them; 12.3. All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat, and other services furnished to or provided for the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the day Closing Date, with Contributor paying those allocable to the period preceding the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.4. General real estate taxes applicable to any of the Project due and payable in the year of Closing shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date, with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.5. Subsidiary shall assume in full all new and special assessments (and charges in the “Proration Time”)nature of or in lieu of such assessments) that are assessed and levied with respect to any of the Land as of the Closing Date. Subsidiary shall assume all special assessments (and charges in the nature of or in lieu of such assessments) pending with respect to any of the Land as of and levied after the Closing Date; 12.6. Personal property taxes applicable to any of the Personal Property due and payable in the year of Closing shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date based upon a calendar year, with Contributor paying those allocable to the following (collectivelyperiod prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date; 12.7. All sums accruing prior to the Closing Date under the existing promissory notes, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits Existing Mortgage and any prepaid rents, together with any interest required to existing loan documents shall be paid thereon. by (iiiand shall be the responsibility of) Utility charges payable by SellerContributor, including, without limitation, electricity, water charges all prepayment penalties and sewer charges. If there are meters on any interest in respect of the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the period following Closing with respect to utility billsthe prepayment at Closing; 12.8. If meter readings on the day before the Closing Date are not possibleCommissions of leasing and rental agents for, then Seller will cause readings and tenant improvement costs related to, any Lease entered into as of all said meters to be performed not more than five (5) days or prior to the Closing Date, and a per diem adjustment shall be made with respect only to base lease term (but not for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providersfuture expansions, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (ivrenewals, or otherwise) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes are due and payable for the calendar year. If on or before the Closing Date shall occur before be paid in full at or prior to Closing by Contributor, without contribution or proration from Subsidiary; 12.9. All rent and other charges payable by Tenants under the tax rate is fixed, the apportionment of real estate taxes Leases shall be upon the basis prorated as of the tax rate for the preceding year applied to the latest assessed valuation. IfClosing Date between Contributor and Subsidiary on a daily basis, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than with Contributor retaining those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating allocable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (and Subsidiary receiving those allocable to the “period commencing on the Closing Statement”)Date. The parties acknowledge that Subsidiary has received on the Closing Statement, once agreed upon, shall be signed by Purchaser and SellerStatement a credit in the amount of the Rent Payment. The proration shall be paid If at Closing a Tenant is delinquent in any payment required under its Lease, then, to the extent Subsidiary receives after Closing from such Tenant amounts in excess of all rent and other charges payable by Purchaser such Tenant to Seller (if Subsidiary pursuant to the prorations result in a net credit subject Lease, Subsidiary shall pay such excess to Seller) Contributor. Notwithstanding the foregoing, Subsidiary shall have no obligation to seek or by Seller to Purchaser (if collect any such delinquent amount; 12.10. Contributor shall pay all state deed tax regarding the prorations result in a net credit to Purchaser) by increasing or reducing the cash Warranty Deed to be delivered by Purchaser in payment Contributor to Subsidiary. Subsidiary shall pay the cost of recording the Warranty Deed; 12.11. Contributor will pay all service charges for and costs of the Purchase Price at Title Evidence, except that Subsidiary will pay all premiums required for the Closing. If the actual amounts issuance of the Proration Items are not known Title Policy described in Section 7.2; 12.12. All other operating costs of the Project shall be prorated between Contributor and Subsidiary on a daily basis as of the Closing Date, with Contributor paying those allocable to the period prior to the Closing Date and Subsidiary being responsible for those allocable to the period commencing on the Closing Date. To the extent any operating expenses of the Project (including real estate taxes and special assessments) are reimbursable by Tenants under the Leases, Subsidiary shall pay to Contributor the amount of such operating expenses actually paid by Contributor and reimbursable (but not yet reimbursed) by such Tenants under the Leases, and Subsidiary thereafter may collect and retain all Tenant reimbursements; and; 12.13. Contributor shall pay all fees and expenses imposed by Contributor’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder and Subsidiary shall pay all fees and expenses imposed by Acquiror’s accountants and attorneys in connection with this Agreement and the transaction contemplated hereunder. In the event of a discrepancy between the Closing Statement and the prorations will described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, Subsidiary shall be made at deemed to be in title to the Project, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing on Date. Subject to Section 12.10 above with respect to delinquent rents, amounts received by Subsidiary with respect to any period of time from and after the basis of the best evidence then available; thereafter, when actual figures are received, re-Closing Date shall belong to Subsidiary. All such prorations will shall be made on the basis of the actual figuresnumber of days of the year and month that shall have elapsed as of the Closing Date. Bills received after Closing that relate to expenses incurred, services performed or other amounts allocable to the period prior to the Closing Date shall be paid, in cash, by Contributor, to the extent due and owing. Distributions in respect of the LP Units acquired by the LP Unit Recipients shall begin to accrue from and after the Closing Date (notwithstanding the fact that such date may not be the applicable record date under the Partnership Agreement), and a final cash settlement will the amount of distributions paid or to be made between Seller and Purchaser. No prorations will paid to the LP Unit Recipients for any quarter shall be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaserprorated accordingly. The provisions terms of this Section 10.4(b) will 12 shall survive the Closing for twelve a period of six (126) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller months and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate merge into any existing agreements with Tenants relating to past rent dueconveyancing documents delivered at Closing.

Prorations and Adjustments. (a) The prorations and adjustments to the Purchase Price set forth in this Section 10.3 shall be made between Seller and Purchaser agree to prorate and/or adjust, and included in the closing statement. All prorations shall be made on a per diem basis as of 11:59 p.m. on the day preceding Apportionment Time (as defined above). 10.3.1 Current rents, advance rentals, operating expenses, additional rent and other charges actually paid by tenants under the Leases, and charges under the Property Agreements to be assumed by Purchaser shall be prorated as of the Apportionment Time. 10.3.2 The parties shall use commercially reasonable efforts to cause all utility providers to perform a meter reading as close to the Closing Date (as is practicable. Purchaser shall arrange for the “Proration Time”)provision of all utility services in Purchaser's name from and after the Closing, so that such utility services are no longer provided in Seller's name. Seller shall be entitled to a refund of all utility deposits made by or on behalf Seller, and Purchaser shall make its own deposits directly with the following (collectivelyutility provider. Seller shall receive a credit for all deposits made by or on behalf of Seller to the extent the same remain on deposit for the benefit of Purchaser. 10.3.3 Unapplied security deposits existing under the Leases as of the Closing shall be credited to Purchaser at Closing. 10.3.4 Subject to the last sentence of this Section 10.3.4, any tenant improvements, allowances, third party leasing commissions and all costs and reimbursements payable by the “Proration Items”): (i) Rentslandlord to or on behalf of the tenant that are paid or incurred by Seller after the Effective Date of this Contract with respect to leases, lease renewals, lease expansions, lease modifications or other rental agreements executed after the Effective Date in accordance with Section 10.4(c) below7.1.3, excluding the Additional Leases, shall be paid by Purchaser at or after Closing. All of the foregoing amounts are called the "Purchaser Leasing Costs. " The Purchaser Leasing Costs shall not include any tenant improvements, allowances or third party leasing commissions that, in each case, relate to the primary term of the Additional Leases or of the Lease with Peachtree Providence Partners, LLC (ii) Cash Security Deposits the "Peachtree Lease"), all of which shall be Seller Leasing Costs (but the Purchaser Leasing Costs shall include any and any prepaid rentsall costs, together fees or expenses that are payable under or in connection with any interest required to be paid thereon. of the Leases (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges the Additional Leases and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before Peachtree Lease) after the Closing Date, in which event no proration will be made that relate to any election by the landlord under any Lease to move the tenant or that relate to any extension or renewal option under such Leases). Seller shall receive a credit at the Closing with respect to utility bills. If meter readings for such Purchaser Leasing Costs paid by Seller on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days or prior to the Closing Date. At the Closing, Purchaser shall execute and deliver to Seller a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled document pursuant to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not assumes liability for all unpaid amounts of the Purchaser Leasing Costs and indemnifies Seller with respect thereto. Any tenant improvements, allowances and third party leasing commissions that relate to assume by written notice to Seller Leases executed prior to the expiration Effective Date (as the same may have been modified by any lease renewals, lease expansions, lease modifications or other rental agreements executed prior to the Effective Date) and the Additional Leases, exclusive of the Evaluation PeriodPurchaser Leasing Costs and any costs, fees or expenses relating to extensions or renewal terms not exercised prior to the Effective Date, shall be paid for by Seller at or prior to the Closing. All of the foregoing amounts payable by Seller are called the "Seller Leasing Costs." At the Closing, Seller shall execute and deliver to Purchaser a document pursuant to which Purchaser confirms it liability for all unpaid amounts of the Seller Leasing Costs and indemnifies Purchaser with respect thereto. The terms of this Section 10.3.4 shall survive Closing. (v) Real estate taxes due and payable for the calendar year. 10.3.5 If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to on the Closing Date, real estate taxes (by reason any Tenant is delinquent in the payment of change in either assessment or rate or for rent, including any other reason other than as a result additional rent billed but unpaid at the time of Closing, said delinquent rent shall remain the final determination or settlement property of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation Seller and no proration with respect thereto shall be made, and Seller agrees made at Closing. Purchaser will use its reasonable efforts to pay Purchaser any increase shown by collect such recomputation and vice versadelinquent rent; provided, however, that if Purchaser shall not be required to commence any increase legal action to collect such sums. If Purchaser does not elect to file a lawsuit on Seller's behalf (in the assessed value of the Property results from improvements made which event all matters in such lawsuit relating to the Property any sums due to Seller will be controlled solely by PurchaserSeller), then Seller reserves the right to file a lawsuit for damages against the applicable tenant for any delinquent rent, and Purchaser shall be solely responsible for any increase reasonably cooperate with Seller in taxes attributable theretoconnection therewith at no expense to Purchaser. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which For a period of six (6) months following the Closing occurs (or such additional period of time during which Seller is pursuing a claim in court against the applicable tenant, if such claim is commenced during the 6 month period), Purchaser shall belong solely not modify any Lease in any way that affects any sums that may be due to Seller, regardless . Seller shall have the right to contact tenants to request payment of whether such refunds are paid or credits are given before or delinquent rentals after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller Date and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Propertyto institute legal proceedings, at Seller’s most recent costsole expense, including taxesto collect and retain such delinquent rentals. If Purchaser collects any sums from Tenants, on following the basis application of a reading made within ten (10) days prior any sums collected from any Tenant to the monthly rental obligations accruing on or after the Closing Date, Purchaser shall remit the balance thereof, if any, to Seller, less all reasonable direct out-of-pocket costs of collection actually incurred by Seller’s supplier. (b) Seller will be charged and credited for Purchaser in connection with the amounts of all collection of the Proration Items relating sums due to Seller. All sums received by Purchaser after Closing from any tenants attributable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed deemed to be held in trust by Purchaser for Seller for application as provided in this Section. 10.3.6 Purchaser will obtain its own insurance from and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at after the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will Seller shall be made entitled to cancel its insurance at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied entitled to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueall unearned premiums thereon.

Prorations and Adjustments. The following items shall be prorated as of the date of closing: (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more other than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable delinquent rents under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar yearLease. If the Closing Date shall occur before the tax rate is fixedLease provides for a minimum basic rent, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment additional rent or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined expense reimbursement plus percentage rent to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, computed on the basis of a reading made stated percentage of the tenant’s monthly or annual revenue or volume of business, then for the purpose of prorating such percentage rents, it shall be assumed the revenue for each month or each year for which percentage rent is to be computed is the same as the revenue for the last calendar month or last calendar year, as the case may be, immediately before the close of escrow. Delinquent rents are rents which are not paid within ten (10) days prior after they are due. Delinquent rents shall not be prorated and shall remain the property of the Seller, except that the Purchaser shall be entitled to receive and retain all rents allowable to the Closing period after closing. To the extent Purchaser receives delinquent rents following the closing and provided Purchaser has received current rents from the Existing Tenant, Purchaser shall remit to Seller the delinquent rents received by Seller’s supplierPurchaser following the closing. (b) All security deposits and lease considerations held by Seller will shall be charged delivered by Seller at closing (or Purchaser shall receive a credit against the Purchase Price on the applicable settlement statement in such amount), and credited shall be represented and warranted by Seller as the only security deposits or lease considerations in its possession. (c) Real estate taxes and installments of special assessments for the amounts of all current year. (d) Charges under the Service Contracts. The net balance of the Proration Items relating to the period up to and including the Proration Timeforegoing prorations, and Purchaser will be charged and credited for all if in favor of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed uponSeller, shall be signed added to the cash required to be paid by Purchaser and Seller. The proration Purchaser, before closing; or, if in favor of Purchaser, shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the deducted from such cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaserrequired. No prorations will be made of public utilities, but, in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closinglieu thereof, Seller will cause the respective utility companies to be paid read the gas, water, electric, and power meters on the morning of closing, and will pay such invoices when rendered. (e) Seller and Purchaser will each pay one-half of any reasonable and customary closing fee or turned over charge imposed by any closing agent designated by the Title Company. (f) Seller will pay the cost of recording all documents necessary to Purchaser all Rental, if any, received place record title in the condition warranted by Seller after Closing and attributable to any period following in this Agreement. Purchaser will pay the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals cost of recording all other documents. (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users g) Each of the Property. Rental is “Delinquent” when it was due prior parties will pay its own attorney’s fees, except that a party defaulting under this Agreement or any closing document will pay the reasonable attorney’s fees and court costs incurred by the nondefaulting party to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. enforce its rights regarding such default. (h) All sums collected by Purchaser in the month of Closing other costs shall be applied to allocated by written agreement of the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.Parties

Prorations and Adjustments. (a) Seller The following items shall be prorated and Purchaser agree to prorate and/or adjust, adjusted as of 11:59 p.m. the Closing Date: 8.4.1 All non-delinquent real estate taxes and assessments shall be prorated as of the Closing on the day preceding basis of the Closing Date (most recent tax statement for the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer chargesProperty. If there are meters Any delinquent taxes on the Real PropertyProperty shall be paid at Closing from funds accruing to Seller. If, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on after the day before Closing, supplemental real estate taxes are assessed against the Closing Date, in which Real Property by reason of any event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days occurring prior to the Closing Date, Buyer and a per diem adjustment Seller shall be made for promptly adjust the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment proration of real estate taxes shall be upon the basis of the tax rate with Seller responsible for the preceding year applied all taxes attributable to the latest assessed valuation. If, subsequent period prior to the date of Closing Date, real estate and Buyer responsible for all taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made attributable to the Property by Purchaser, then Purchaser period on or after the date of Closing (it being agreed that Buyer shall be solely responsible for any increase in real estate taxes attributable thereto. With respect resulting from the sale of the Property to tax appeals, any tax refunds or credits attributable Buyer pursuant to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the ClosingAgreement). (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will 8.4.2 All prorations which can be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The reasonably estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will Date shall be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit Escrow on the Closing Statement Date. Seller shall make available for review by Buyer such financial documents as may be appropriate in connection with the prorated amount (estimated amounts proposed by Seller in connection with the preparation of the estimated schedule. As soon as reasonably practicable following the Closing, upon obtaining the necessary information any required adjustments to the prorations made pursuant to the schedule as of the Proration Time) of all Rental previously paid to or collected Closing shall be made by Seller and attributable Buyer. In connection with any such adjustments Seller and Buyer shall each make available to the other for review such financial documents as may be appropriate in connection with the preparation of any period following adjustments. The net credit due from one party to the Proration Time. After the Closing, Seller will cause to other as a result of such post-Closing prorations and adjustments shall be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent other in cash immediately upon the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users parties’ written agreement pursuant to a final schedule of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentalpost-closing adjustments. All sums collected by Purchaser in the month post-closing adjustments shall be made within 90 days of Closing or shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duehave been deemed waived.

Prorations and Adjustments. (a) All prepaid and deferred income and expenses relating to the Station Assets and arising from the operation of the Station shall be prorated between Buyer and Seller and Purchaser agree to prorate and/or adjust, in accordance with accounting principles generally accepted in the United States (“GAAP”) as of 11:59 p.m. 12:01 a.m. on the day preceding the of Closing Date (the “Proration Effective Time”), such that all revenue, income and expenses relating to the following (collectively, operation of the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits Station and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on ownership of the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days Station Assets prior to the Effective Time shall be for the account of Seller and all revenue, income and expenses relating to the operation of the Station and the ownership of the Station Assets after the Effective Time shall be for the account of Buyer. Such prorations shall include all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 11.1), music and other license fees, employee performance incentives set forth in employment agreements or annual compensation plans (excluding any stock or stock option incentives), any vacation for Transferred Employees (except accruals for the fiscal year of Seller in which Closing Dateoccurs for which there shall be no adjustment), utility expenses, rent and other amounts under Station Contracts, FCC annual regulatory fees, and similar prepaid and deferred items. Seller shall receive a per diem adjustment shall be made credit for all of the days between Station’s deposits and prepaid expenses. Sales commissions related to the meter reading date and the Closing Date based sale of advertisements broadcast on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller Station prior to the expiration Effective Time shall be the responsibility of Seller, and sales commissions related to the Evaluation Period. (v) Real estate taxes due and payable for sale of advertisements broadcast on the calendar yearStation after the Effective Time shall be the responsibility of Buyer. If To the Closing Date shall occur before the tax rate is fixedextent not known, the apportionment of real estate and personal property taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of taxes assessed for the preceding year, with a reading made within ten (10) days prior to reapportionment as soon as the Closing by Seller’s suppliernew tax rate and valuation can be ascertained even if such is ascertained after the Adjustment Amount is finally determined. (b) Seller will be charged and credited With respect to trade, barter or similar agreements for the amounts sale of all time in exchange for goods or services assumed by Buyer pursuant to Section 1.1(d), if as of the Proration Items relating Effective Time the Station has an aggregate negative or positive barter balance (i.e., the amount by which the value of air time to be provided by the period up to Station after the Effective Time exceeds, or conversely, is less than, the fair market value of corresponding goods and including services), there shall be no proration or adjustment, unless the Proration Time, and Purchaser will be charged and credited for all negative or positive barter balance of the Proration Items relating to Station as an aggregate exceeds $15,000, in which event such excess or deficiency, as the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed uponcase may be, shall be signed by Purchaser treated either as prepaid time sales or a receivable of Seller, and adjusted for as a proration in Buyer’s or Seller’s favor, as applicable. The proration In determining barter balances, the value of air time shall be paid at based upon Seller’s rates as of Closing, and corresponding goods and services shall include those to be received by the Station after Closing plus those received by Purchaser the Station before Closing to Seller (if the prorations result in a net credit to Seller) or extent conveyed by Seller to Purchaser (if the prorations result in Buyer as a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment part of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsStation Assets. (c) Purchaser will receive No later than three (3) Business Days prior to the scheduled Closing Date, Seller shall provide Buyer with a statement setting forth a reasonably detailed computation of Seller’s reasonable and good faith estimate of the Adjustment Amount as of Closing (the “Preliminary Adjustment Report”). As used herein, the “Adjustment Amount” means the net amount by which the Purchase Price is to be increased or decreased in accordance with this Section 1.6. If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Buyer, then the Purchase Price payable at Closing shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, then the Purchase Price payable at Closing Statement for shall be increased by the prorated amount (as of the Proration Time) such preliminary Adjustment Amount. For a period of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the 90 calendar days after Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by and its auditors and Buyer and its auditors may review the Preliminary Adjustment Report and the related books and records of Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent RentalStation, and Buyer and Seller will in good faith seek to reach agreement on the final Adjustment Amount. All sums collected by Purchaser If agreement is reached within such 90-day period, then promptly thereafter Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the month Preliminary Adjustment Report. If agreement is not reached within such 90-day period, then the dispute resolutions of Closing Section 1.6(d) shall apply. (d) If the parties do not reach an agreement on the Adjustment Amount within the 90-day period specified in Section 1.6(c), then Seller and Buyer shall select an independent accounting firm of recognized national standing (the “Arbitrating Firm”) to resolve the disputed items. If Seller and Buyer do not agree on the Arbitrating Firm within five (5) calendar days after the end of such 90-day period, then the Arbitrating Firm shall be applied a nationally recognized independent accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions with respect to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to PurchaserAdjustment Amount, and then delinquencies owed each shall make available to the Arbitrating Firm any books and records and work papers relevant to the preparation of the Arbitrating Firm’s computation of the Adjustment Amount. The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjustment Amount, the basis for its determination and whether its determination is within the Mid-Range or if not, whether it is closer to Buyer’s or Seller’s written determination of the Adjustment Amount. Any determination by such Tenant the Arbitrating Firm in accordance with this Section shall be final and binding on the parties. Within five (5) calendar days after the Arbitrating Firm delivers to the parties its written determination of the Adjustment Amount, Seller shall pay to Buyer, or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. (e) If the Arbitrating Firm’s determination of the Adjustment Amount is within the Mid-Range, then Seller and Buyer shall each pay one-half of the fees and disbursements of the Arbitrating Firm in connection with its analysis. Any sums due If not, then (i) if the Arbitrating Firm determines that the written position of Buyer concerning the Adjustment Amount is closer to its own determination, then Seller will be promptly remitted shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis, or (ii) if the Arbitrating Firm determines that the written position of Seller concerning the Adjustment Amount is closer to its own determination, then Buyer shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis. As used herein, the term “Mid-Range” means a range that (i) equals twenty percent (20%) of the absolute difference between the written positions of Buyer and Seller as to the Adjustment Amount and (ii) has a midpoint equal to the average of such written positions of Buyer and Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) Seller and Purchaser Buyer agree to prorate and/or adjust, as of 11:59 p.m. p.m., Pacific Time on the day immediately preceding the Closing Date (in accordance with the “Proration Time”)applicable provisions of this Section 3.10, the following (collectively, the “Proration Items”): ): real estate and personal property taxes and assessments, utility bills (i) Rentsexcept as hereinafter provided), in accordance with Section 10.4(c) below. (ii) Cash Security Deposits collected Rents and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges operating expenses payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Seller with respect to utility billsthe Target Properties. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) 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 p.m., Pacific Time on the Proration Timeday immediately preceding the Closing Date, and Purchaser Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration TimeClosing Date. The Such estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser Buyer at least three (3) Business Days prior to the Closing Date for any revisions necessary to effectuate the provisions of this Section 3.10, and Sections 3.10.1, 3.10.2, 3.10.3, 3.10.4 and 3.10.5 (the “Closing Statement”), which Closing Statement shall be based on, and be consistent with, the Pro Forma Closing Statement. The Closing Statement, once agreed upon, shall be signed by Purchaser Buyer and Seller and delivered to the Escrow Agent for purposes of making the proration adjustment at Closing, which shall be final and binding upon Buyer and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, available as mutually agreed upon by Buyer and a final cash settlement will be made between Seller and PurchaserSeller. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to PurchaserBuyer. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller Final readings and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific final ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) utilities will be applied first made if possible as of the Closing Date, in which event no proration will be made at Closing with respect to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Sellerutility bills. Any sums due Seller will be promptly remitted entitled to Sellerall deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for future deposits with the utility providers. Purchaser Notwithstanding anything to the contrary contained herein, no prorations shall be made with respect to any items contracted for directly by a tenant, and for which a tenant is 100% directly responsible, unless the landlord has responsibility if the tenant does not modifypay the same, amend or terminate any existing agreements with Tenants relating under a Tenant Lease (e.g., under a “triple net” lease). Seller shall deliver to past rent dueBuyer a pro forma estimated proration statement not less than ten (10) days prior to the date scheduled for the Seller Stockholder Meeting, showing pro forma prorations as of the end of the preceding calendar month. Seller and Buyer shall endeavor to agree on the form and methodology utilized in preparing the pro forma estimated proration statement prior to the Business Day which is two (2) Business Days preceding the date scheduled for the Seller Stockholder Meeting (as so agreed upon, the “Pro Forma Closing Statement”).

Prorations and Adjustments. (a) 9.1 With respect to the Property, Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing and shall be responsible for all expenses allocable to that period; and Purchaser agree shall be entitled to prorate and/or adjust, as of 11:59 p.m. all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the day preceding the Closing Date (occurs and thereafter. At Closing, all items of income and expense with respect to the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowProperty shall be prorated accordingly. 9.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements mutually acceptable to the parties. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from whom it is entitled to such adjustment within two (ii2) Cash Security Deposits months after it becomes aware or receives notice that the erroneous payment or computation was made. Further, any sums owed by one party to the other as provided herein shall be paid without offset. 9.3 Purchaser shall receive a credit for any accrued but unpaid real estate taxes and assessments, payments in lieu of taxes, and any prepaid rentsassessments imposed by private covenant, together with applicable to any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day period before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before amount of any such taxes has not been determined as of the Closing Date are not possibleClosing, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment such credit shall be made for the days between the meter reading date and the Closing Date based on the most recent meter readingassessed valuation and millage rate. Such taxes shall be reprorated fifteen (15) days following the issuance of the final tax ▇▇▇▇ and the determination of the actual taxes owed by both parties. 9.4 Seller will be entitled to all deposits presently in effect with or Purchaser, as the utility providerscase may be, shall receive a credit for regular charges under Service Contracts paid by Seller or Purchaser, as the case may be, and Purchaser will be obligated applicable to make its own arrangements for any deposits with the utility providersPurchaser’s or Seller’s period of ownership, respectively. (iv) Amounts payable under 9.5 Seller shall cause the Service Contracts other than those Service Contracts meters, if any, for utilities to be read the day on which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, occurs and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, bills rendered on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closingsuch readings. If the actual amounts of the Proration Items are any such meter reading for any utility is not known as of the Closing Dateavailable, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will adjustment therefor shall be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(bmost recently issued bills therefor which are based on meter readings no earlier than thirty (30) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to days before the Closing Date, and payment thereof has such adjustment shall be reprorated when the next utility bills are received. 9.6 In the event that final bills are not been available or cannot be issued prior to the Closing for any item being prorated under this Article, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. 9.7 Other than those obligations of Seller expressly assumed by Purchaser herein, Seller shall pay and discharge any and all monetary liabilities of each and every kind arising out of or by virtue of the conduct of its business before the Closing Date on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect related to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueProperty.

Prorations and Adjustments. (a) Seller The following items shall be prorated and Purchaser agree to prorate and/or adjust, adjusted between the parties as of 11:59 p.m. on the day preceding before the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”):Date: (i) Rents, in accordance with Section 10.4(c) belowThe rents under the Leases. (ii) Cash Security Deposits Real estate taxes, on the basis of the fiscal year for which assessed; sewer rents and any prepaid rentswater charges, together if any, on the basis of the calendar or fiscal year for which assessed, unless metered; and charges in connection with any interest required the Contracts to be paid thereonassumed by Buyer. (iii) Utility charges payable Fuel, if any, as estimated by Seller’s supplier, includingat current cost, without limitationtogether with any sales tax payable in connection therewith, electricity, water charges if any (a letter from Seller’s fuel supplier dated within seven (7) days prior to the Closing shall be presumptive evidence as to the quantity of fuel on hand and sewer charges. the current cost therefor) . (iv) If there are meters on the Real Propertybe a water meter or water meters, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect Seller shall furnish a reading to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed a date not more than five seven (57) days prior to the Closing Date, and a per diem adjustment pay all charges in connection therewith, and the unfixed water charge and the unfixed sewer rent, if any, based thereon for the intervening time shall be made for the days between the meter reading date and the Closing Date based apportioned on the most recent meter basis of such last reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due Amounts payable under Contracts. Any rent amounts under any Lease collected by Seller or Buyer after the Closing shall be applied (i) first, in payment of rents for periods from and payable after the Closing Date, and (ii) second, in payment of rents for the calendar year. If any period of time prior to the Closing Date and Seller or Buyer, as the case may be, shall occur before promptly pay to the other the appropriate amounts in accordance with such apportionment. If, at Closing, the final tax ▇▇▇▇ or tax bills for the tax rate is fixedyear in which the Closing takes place are not available to the parties, the apportionment of real estate parties shall adjust taxes shall be upon on the basis of the figures then available subject, however, to a further adjustment of said taxes when the final tax rate for ▇▇▇▇ or bills therefor have been received. Any unpaid real estate taxes or assessments levied against the preceding year applied Real Property which taxes and assessments apply to the latest assessed valuation. If, subsequent any period prior to the Closing Date, real estate and notwithstanding whether such taxes or assessments are levied before or after the Closing Date, or billed after the Closing Date, shall be the sole obligation of Seller and shall be paid within ten (10) days after demand by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement Buyer when same have been billed. The amount of any tax appealrefunds (net of attorneys’ fees and other costs of obtaining such tax refunds) for with respect to any portion of the Real Property should be determined to be higher or lower than those that are apportioned, a new computation for the tax year in which the Closing Date occurs shall be made, apportioned between Seller and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value Buyer as of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible Closing Date. All refunds for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller and, upon receipt by Buyer the same shall be immediately paid to Seller, regardless of whether such . All refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to for the current tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known Buyer as of the Closing Date, and, upon receipt by Seller or Buyer the prorations will applicable portion thereof shall be immediately paid to Buyer or Seller, as the case may be. Payment of any fees due certiorari counsel as a result of the 2008 assessment year reduction shall be apportioned between Buyer and Seller based upon each party’s share of the taxes for such period after taking into account such refund. Seller shall assign to Buyer at Closing all rights to the 2009 Certiorari Proceeding and Buyer shall have the right, at Buyer’s option, to thereafter withdraw or to pursue the 2009 Certiorari Proceeding without any liability or responsibility to Seller. The 2008 Certiorari Proceeding has been settled, at an aggregate Property assessment of $1,000,000, with the Town Board and the School Board and needs only Court approval. No change in such settlement may be made at without each of Buyer’s and Seller’s prior written consent. Charges for all electricity, steam, gas and other utility services (each, a “Utility”; collectively, “Utilities”) shall be billed to Seller’s account up to the Closing on Date and, from and after the basis Closing Date, all Utilities should be billed to Buyer’s account. If for any reason such changeover in billing is not practicable as of the best evidence then available; thereafterClosing Date as to any Utility, when actual figures are received, re-prorations will such Utility shall be made apportioned on the basis of the actual figurescurrent readings or, if such readings have not been made, on the basis of the most recent bills that are available. If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and a final cash settlement will Seller shall promptly deliver to Buyer, or Buyer shall promptly deliver to Seller, as the case may be, the amount determined to be made between due upon such adjustment. Seller shall not terminate any utility service, rather, Seller and Purchaser. No prorations will be made in relation Buyer shall cooperate prior to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive after the Closing for twelve to transfer service to Buyer as of the Closing Date.1 (12b) monthsAny errors or omissions in computing apportionments or other adjustments at Closing shall be corrected within a reasonable time following Closing. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as The provisions of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After this Paragraph 9 shall survive the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (a) The following items shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. 12:01 a.m. (New York time) on the day preceding of the Closing Date (the “Proration Time”)Closing, the following (collectively, the “Proration Items”):except as otherwise specified: (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits all income and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, revenue from the Facilities including, without limitation, all Resident Deposits, resident payments (uncollected rents and other uncollected revenue shall not be adjusted at Closing and shall be subject to the provisions of Section 11(b) below); (ii) water, electricity, water gas, sewer, and other utility charges (excluding telephone) and sewer charges. If there deposits with utility companies to the extent such deposits are meters on assignable and are assigned to Purchaser; (iii) real estate taxes and/or payments under the PILOT Agreement for the Real Property, final readings and final ▇▇▇▇▇▇▇▇ Property for utilities will be made if possible on the day before the Closing Date, fiscal year in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date occurs based on the most recent meter reading. Seller will be entitled to all deposits presently in effect recently ascertainable taxes for the Land and/or the Improvements with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers.a post-closing reconciliation of amounts owed promptly after final tax amounts are determined; (iv) Amounts amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not Property Agreements to assume be assumed by written notice to Seller prior to the expiration of the Evaluation Period.Purchaser; (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon and/or payments under the basis of the tax rate PILOT Agreement for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) Adjacent Land for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax fiscal year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing.occurs; (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten Accrued Employee Benefits; and (10vii) days prior any other expenses normal to the Closing operation and maintenance of the Property; all installments of special assessments payable after the Closing, shall be paid exclusively by Seller’s supplierPurchaser. (b) Seller will be charged and credited for On the amounts of all date of the Proration Items relating Closing, the amount of prorations and adjustments as aforesaid shall be determined or estimated to the period up to and including the Proration Timeextent practicable, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations monetary adjustment shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No If any prorations will or adjustments are based on estimates as of Closing, when the amount of such costs, expenses, charges or amounts upon which such prorations or adjustments are finally known, Seller and Purchaser shall make a recalculation of the apportionment of the same, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based on such recalculation, provided such adjustment is claimed by such party within one hundred eighty (180) days after the Closing Date. Subject to the prorations to be made pursuant to this Section 11(b), if any resident sends payments to Seller after the Closing, Seller shall promptly deliver such payment to Purchaser. As soon as reasonably practicable following the Closing Date, but not more than ten (10) days following the Closing Date, Seller shall provide Purchaser a schedule of all unpaid accounts receivable relating to the period prior to the Closing Date. Seller shall have the right to pursue such delinquent amounts following the Closing; provided that Seller shall not have the right to cause any eviction or to terminate any Residency Agreement or Commercial Lease following the Closing on account of any delinquent amounts. Other than invoicing such past due amounts in relation accordance with Purchaser’s customary practice, Purchaser shall have no obligation to insurance premiumspursue any such delinquent amounts. To the extent such delinquent rents and other amounts are collected by Purchaser, Purchaser may deduct from the amount owed to Seller an amount equal to the attorneys’ fees and other reasonable costs of collection and out of pocket costs actually incurred by Purchaser in collecting such rents, as well as any other amounts due to Purchaser. Subject to the foregoing sentence, any rent or other payment collected after the Closing from any resident which owed a payment that was delinquent as of the Closing Date shall be applied first to Purchaser’s unpaid monetary obligations with respect to any periods from and after the Closing Date through the end of the month in which such payment is made, in such order as Purchaser may elect, until such monetary obligations have been paid in full; any remaining amount of such payment shall be paid over to Seller, for application against Seller’s delinquent monetary obligations with respect to any periods before the Closing Date, in such order as Seller may elect, until such delinquent monetary obligations have been paid in full, and Sellerany remaining amount of such payment shall be retained by Purchaser for application against Purchaser’s insurance policies will future obligations. In addition, in calculating the prorations pursuant to this Section 11(b), Seller shall receive a credit in the amount of any utility, municipality or other deposits relating to the Real Property made by Seller and which are assigned to Purchaser at the Closing. Seller shall be entitled to a refund from the utility or the municipality of any such deposits not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on If any refund of real property taxes or payments under the PILOT Agreement regarding any of the Real Property or the Adjacent Land is made after the date of the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid a period prior to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentalafter deducting Purchaser’s reasonable out-of-pocket costs, if any, received by in obtaining such refund, the amount of such refund that is on account of the period prior to Closing shall be paid to Seller after Closing and attributable to any or as Seller directs. The balance, if any, of such refund that is on account of the period following Closing shall be paid to Purchaser. (d) At Closing, Seller shall transfer the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals following sums or give Purchaser a credit against the Purchase Price in the amount of all (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided i) Accrued Employee Benefits for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due Hired Employees accruing prior to the Closing Date; (ii) security deposits (together with any interest earned thereon or otherwise due to the residents under the terms of any residency agreement or Applicable Law); and (iii) last months’ rents, and payment thereof has not been made on other prepaid rent or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures fees (together with respect any interest earned thereon or otherwise due to the collection residents under the terms of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend residency agreements or terminate any existing agreements with Tenants relating to past rent dueApplicable Law).

Prorations and Adjustments. (a) Seller The operation of the Business and Purchaser agree to prorate and/or adjustthe income and normal operating expenses, as of including without limitation Assumed Liabilities and prepaid expenses, attributable thereto through 11:59 p.m. on the day preceding date of the Closing, shall be for the account of Seller and thereafter for the account of Buyer. Adjustments shall be made and paid at Closing Date (to the “Proration Time”)extent feasible. A final accounting of prorated items shall be made by Buyer and Seller, and the following (collectively, sum due from either to the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required other pursuant to such accounting shall be paid thereon. in immediately available funds within sixty (iii60) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before days after the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Notwithstanding the foregoing, Seller will be charged and credited for Buyer acknowledge that the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be Accounts Receivable set forth on a preliminary closing statement to be prepared by Seller Schedule 2.1(a) and submitted to Purchaser prior to the customer advances and --------------- prepayments not included in the Accounts Receivable as of the Closing Date (will be imprecise. Accordingly, Seller and Buyer agree to cooperate in preparing, within thirty days after the “Closing Statement”). The Closing StatementDate, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser an updated Schedule 2.1(a) to Seller (if --------------- accurately reflect the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment Accounts Receivable as of the Purchase Price at the Closing. If the actual amounts Closing Date and an updated calculation of the Proration Items are customer advances and prepayments not known included in the Accounts Receivable as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on To the Closing Statement for extent that the prorated amount (updated calculation of customer advances and prepayments not included in the Accounts Receivable as of the Proration TimeClosing Date is greater or less than the amounts previously estimated for purposes of computing the Purchase Price under Section 2.3, then (a) of all Rental previously paid Buyer will promptly pay to Seller, in immediately available funds, the amount by which the updated calculation is less than the amount originally estimated or collected by Seller and attributable to any period following the Proration Time. After the Closing, (b) Seller will cause promptly pay to Buyer, in immediately available funds, the amount by which the updated calculation is greater than the amount originally estimated. (d) Buyer will also promptly (a) send to Seller a check in the amount of 50% of any net additional Under 90 Receivables reflected on such updated Schedule 2.1(a) and (b) deliver to the Escrow Agent an amount equal to (i) any --------------- additional Over 90 Receivables plus (ii) 50% of any additional Under 90 Receivables, in each case as reflected on such updated Schedule 2.1(a), to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following --------------- held in accordance with the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users terms of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueEscrow Agreement.

Prorations and Adjustments. (a) Seller The following items will be prorated and Purchaser agree to prorate and/or adjustadjusted, as applicable as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at with the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then intent that Seller will cause readings of all said meters bear such expenses to be performed not more than five (5) days the extent they relate to the period prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller Buyer will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior bear such expenses to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied extent they relate to the latest assessed valuation. If, subsequent to period from and after the Closing Date: (a) to the extent not metered directly to a third party tenant, real estate taxes (all charges and payments for utilities, water, vault charges, sewer charges and rents and other charges by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those Governmental Entities that are apportioned, a new computation constitute Liens shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known prorated as of the Closing Date, ; (b) all expenses incurred pursuant to leases included in the prorations will Assumed Liabilities shall be made at Closing on the basis prorated as of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) monthsDate. (c) Purchaser will receive a credit on the Closing Statement for the all real and personal property Taxes shall be prorated amount (as of the Proration TimeClosing Date; (d) all fees or charges under Licenses that are assigned to Buyer at Closing shall be prorated as of the Closing Date; (e) all Rental previously prepaid rents and other prepaid charges or credits with respect to the period from and after the Closing Date paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants its Subsidiaries under the Leases or Utility Contracts shall be transferred to Buyer, and Buyer shall pay Seller therefore in addition to the Purchase Price, at Closing (the "Prepaids"); (f) the Texas franchise tax due from other occupants or users any Subsidiary for the 2005 report year (which will be based on the period from January 1 through December 31, 2004) (the "Texas Franchise Tax") shall be allocated between Buyer and Seller as follows: (i) if the Texas Franchise Tax is determined on the net taxable earned surplus basis, Seller shall be liable for the amount of such Tax which would be payable if the period upon which the tax is based ended on the Closing Date; and (ii) if the Texas Franchise Tax is determined on the net taxable capital basis, then such Tax shall be allocated between Seller and Buyer based on the number of respective days of ownership of the Subsidiaries by Seller and Buyer during the period from January 1 through December 31, 2004; (g) all Taxes (other than Taxes prorated pursuant to Section 2.12(c), (d) or (f)) that are due from or that relate to any Subsidiary with respect to any taxable period that begins before and ends after the Closing Date shall be allocated between Buyer and Seller as follows: (i) in the case of such Taxes that are based upon or related to income or receipts, Seller shall be liable for the amount of such Tax which would be payable if the period upon which the Tax is based ended on the Closing Date (and for this purpose, the taxable period of any partnership or other pass through entity in which a Subsidiary holds a beneficial interest shall be deemed to terminate at such time); and (ii) in the case of Taxes not described in clause (i) above that are imposed on a periodic basis with respect to the business or assets of the Subsidiaries or otherwise measured by the level of any item, such Taxes shall be allocated between Seller and Buyer based on the number of respective days of ownership of the Subsidiaries by Seller and Buyer during the relevant taxable period; and (h) all other income and expense of the Real Property, Surplus Leased Real Property and Surplus Owned Real Property shall also be prorated as of the Closing Date and appropriate payments or credits made at Closing. Rental is “Delinquent” when it was due prior Appropriate cash payments shall be made, by Seller or Buyer, as applicable, after the facts giving rise to the obligation for such payments are known to Seller and Buyer, in the amounts necessary once a quarter for as long as such obligations may arise as a net settlement beginning on the last day of the calendar quarter immediately following the Closing after the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect give effect to the collection of any Delinquent Rental. All sums collected by Purchaser allocations provided for in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by this Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due2.12.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. Seller has informed the Township of Piscataway of over-billing errors made in connection with sanitary sewer service provided to the Property during the period beginning in July, 2010 and continuing. Seller is pursuing a claim for a refund from the Township with respect to such over-billing. With respect to such claim Seller shall be entitle to continue to pursue a refund and shall be entitled to recover and retain such refunds that relate to any period prior to the Closing. This provision shall survive Closing. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. At Closing, interest on the Existing Indebtedness, rents (a) Seller to the extent prepaid), all real and Purchaser agree to prorate and/or adjustpersonal property taxes, water rents, sewer charges, electric and other utility charges, fuel if any, operating expenses, wages, any special assessments, if any, and other similar charges affecting the Property and all utility charges, if any, shall be adjusted and prorated as of 11:59 p.m. on midnight of the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled shall assign to Purchaser at Closing all deposits presently of Seller’s right, title and interest in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration reserves held by the holder of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known Existing Indebtedness as of the Closing Date, the prorations as described on Exhibit F hereto. Such amount of reserves will be made at Closing credited to Seller and paid by Purchaser on the basis Closing Date. To the extent practicable, Seller shall attempt to have utility providers read the meters for the Property on the day prior to Closing for purposes of making such prorations and adjustments. All other charges or fees customarily prorated and adjusted in similar transactions shall be adjusted at Closing. All rent (other than prepaid rent) payable by the tenant of the best evidence then available; thereafter, when actual figures are received, re-prorations will Property (which is acknowledged by the parties to be made on paid in arrears under the basis Government Lease) shall be adjusted (prorated) as of the actual figuresClosing Date and paid in accordance with the following provisions: (i) Following receipt of the monthly installment of Basic Rent under the Government Lease attributable to the month in which the Closing occurs, such installment shall be adjusted as of the Closing, with Seller being entitled to the portion thereof attributable to the period of the month immediately preceding the Closing Date and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation Purchaser entitled to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaserthe balance of such monthly installment. The provisions party receiving such installment shall pay over to the other party within five (5) business days following receipt the portion of this Section 10.4(b) will survive the Closing for twelve (12) monthsinstallment to which the other party is entitled. (cii) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of shall be entitled to all Rental previously paid to or collected by Seller Basic Rent and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for other sums due under the Lease, Government Lease to the extent collected on any date after the same exceeds any expense stop Closing with the exception of (a) common area maintenance (CAM) and real estate tax reimbursements attributable to periods prior to the Closing; (b) the Basic Rental for the Closing month to which Seller is entitled under (i) above, and (c) to the extent specified in such Lease)Subsection (iii) below, retroactive rentalsrentals paid by the Government on account of rental arrearages for periods preceding the Closing. Annual CAM and tax reimbursements, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges which are payable by Tenants under the Leases or from other occupants or users tenant on an annual basis after the conclusion of each calendar year, will be adjusted as of closing, with Seller being entitled to the portion thereof attributable to the period of the Propertyyear immediately preceding the Closing Date and Purchaser being entitled to the balance of such payment. Rental Purchaser shall pay over to Seller within five (5) business days following receipt the portion of the installment to which the Seller is “Delinquent” when it was due entitled. Additionally, any post-Closing tenant payments of amounts for special services which were specifically billed by Seller prior to the Closing DateDate shall be remitted by Purchaser to Seller within five (5) business days following Purchaser’s receipt thereof. (iii) Rent which is due, and payment thereof has not been made on or before but uncollected, as of the Proration Time. Delinquent Rental will Closing shall not be prorated. adjusted, but Purchaser agrees shall cause the rent for the period prior to use good faith collection procedures Closing to be remitted to Seller if, as and when collected, less any reasonable, out-of- pocket expenses incurred by Purchaser for such collection; provided, that, except with respect to Basic Rental for the collection of any Delinquent Rental. All sums Closing month, which shall be treated as specified in (i) above, all rents collected subsequent to Closing by Purchaser in the month of shall first be applied to current rentals then due which have accrued subsequent to Closing and any remaining amounts shall be applied to the month rental arrearages as of Closing. All Similarly, if Seller receives any Basic Rent or other sums collected by under the Government Lease which is payable to Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by under this Section 10.4(e) below) will be applied first to current amounts owed by 9.2, then Seller shall promptly deliver such Tenant sums to Purchaser. Purchaser, at Seller’s request, will use reasonable efforts for a period of ninety (90) days after the Closing Date to collect past due rental amounts or other payments owed to Seller in accordance with this Section 9.2. All adjustment items to the extent they cannot be precisely determined at Closing (or to the extent found to be erroneous after the Closing), shall be estimated at Closing and then delinquencies owed shall be resolved by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duethe parties in good faith no later than sixty (60) days after the Closing.

Prorations and Adjustments. The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified: (a) Seller Collected Rents and Purchaser agree to prorate and/or adjustother charges, other than for Tenants who owe Delinquent Rents (as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”hereinafter defined), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to Purchaser. Rents unpaid for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year month in which the Closing occurs shall belong solely to Selleroccurs, regardless which are uncollected as of whether such refunds Closing but which are paid or credits are given before or after Closing. Any tax refunds or credits attributable to received within the tax year month in which the Closing occurs shall be apportioned between Seller prorated. Rents and other charges which at the Closing are thirty (30) or more days past due (“Delinquent Rents”) shall not be prorated. Rents and other amounts received by Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals within thirty (30) days after the Closing from a Tenant owing Delinquent Rents shall be apportioned between applied (i) first, to all Purchaser’s costs of collection incurred with respect to such Tenant (including reasonable attorneys’ fees); (ii) second, to rents due for the parties month in which such payment is received by Purchaser; (iii) third, to rents attributable to any period after the same manner as Closing which are past due on the refunds and/or creditsdate of receipt; and (iv) then, to Delinquent Rents. Seller shall promptly remit to Purchaser all sums received by Seller from Tenants after the Closing other than for rents for which Purchaser received credit hereunder. (b) The amount of all security and other Tenant deposits and interest due thereon, if any, shall be credited to Purchaser. (c) Accrued general real estate, personal property and ad valorem taxes and assessments for the current tax year shall be prorated on the basis of bills, if available prior to the Closing. (d) Such other items that are customarily prorated in transactions of this nature (including, without limitation, any utilities paid by Seller under the Leases) shall be prorated. The provisions of this Section 10.4(a)(v) 12 shall survive the Closing. (vi) The value . Purchaser shall be deemed to be the owner of fuel stored at the Real PropertyProperty and, at Seller’s most recent costtherefore, including taxes, on the basis of a reading made within ten (10) days prior entitled to the Closing by Seller’s supplier. (b) Seller will be charged income from the Property and credited responsible for the amounts of all expenses of the Proration Items relating to Property for the period up to and including entire day upon which the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration TimeClosing occurs. The estimated Closing All such prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions number of this Section 10.4(b) will survive days of the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month which shall have elapsed as of the Proration Time) day of all Rental previously paid the Closing. To the extent information necessary to or collected by Seller and attributable to any period following the Proration Time. After make such prorations is not available at the Closing, the amount of such prorations shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available. Seller will cause and Purchaser agree to be paid or turned over cooperate and use their best efforts to Purchaser all Rental, if any, received by Seller make such adjustments no later than sixty (60) days after Closing and attributable to any period following the Proration TimeClosing. “Rental” Except as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified set forth in such Lease), retroactive rentalsthis Section 12, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts items of income and other sums and charges payable by Tenants under expense for the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due period prior to the Closing DateDate will be for the account of Seller and all items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, and payment thereof has not been made on all as determined by the accrual method of accounting. Bills received after the Closing Date which relate to expenses incurred, services performed or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect other amounts allocable to the collection of any Delinquent Rental. All sums collected by Purchaser in period prior to the month of Closing Date shall be applied to the month of Closing. All sums collected paid by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. The following shall be prorated and adjusted as of the date of Closing: (a) Seller Real and Purchaser agree to prorate and/or adjustpersonal property taxes shall be prorated based upon the current year's tax with due allowance made for the maximum allowable discount and exemptions if allowed for said year. If the current year's assessment is not available, as of 11:59 p.m. on then taxes will be prorated based upon the day tax assessment for the Property for the immediately preceding year, with due allowance made for the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowmaximum allowable discount and exemptions if allowed for said year. (iib) Cash Security Deposits and any prepaid rentsCertified government liens or special assessment liens, together with any interest required to if any, will be paid thereonby the Seller. Pending governmental liens, if any, will be assumed by the Purchaser. (iiic) Utility charges payable by Security deposits, if any, form tenant's leases and other contracts, deposits, including advance booking deposits, prepaid rent and escrows held in connection with tenancies of the Property shall be transferred to Purchaser. (d) Rents and other revenues shall be prorated. Proration of rents shall be of those actually received and Purchaser shall be entitled to all rents and other income accruing from and after the date of Closing. Any rentals or other sums due Seller before Closing, but not yet collected as of the date of Closing, shall be the Seller's exclusive responsibility to collect. (e) All utility charges, includingincluding but not limited to, without limitationtelephone service, electricitygas, water charges and sewer chargessewer, and electric power shall be prorated as of the date of Closing. If there are meters on At least ten (10) days prior to Closing, Seller shall notify all utilities servicing the Real PropertyProperty of the contemplated change in ownership, final readings and final direct that current ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior services rendered up to the date of Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice directed to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific future ▇▇▇▇▇▇▇▇ for tenant work orders services rendered on or after the Closing Date be directed to Purchaser with no interruption of service. Such notice shall be provided in writing and copies of same furnished by Seller to Purchaser. Only deposits, standby charges and other specific services as described in prepayments which may be assignable and governed by Section 10.4(e) below) will be applied first are assigned to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modifybe paid for by Purchaser at Closing. Non-assignable deposits and other charges shall be refunded to Seller and replaced by Purchaser with appropriate adjustment to the proration. (f) All other income, amend receivables, claims and rights to revenue derived from the Property accruing or terminate any existing agreements with Tenants relating to past rent duethe period up to the date of Closing shall belong to the Seller and it shall be Seller's exclusive responsibility to collect same if it has not done so by Closing. All other income relating to the Property shall be paid to the Purchaser. (g) Insurance premiums relating to the Property shall be prorated if Purchaser elects to assume such insurance. (h) Any unpaid operating expenses incurred during the month of Closing shall be prorated.

Prorations and Adjustments. All rentals, revenues and other income generated by the Property and (aexcept to the extent such items are to paid directly by Tenant pursuant to the terms of the Lease) all utilities, real estate taxes, maintenance charges and other operating expenses incurred in connection with the ownership, management and operation of the Property shall be paid or shall be prorated between Seller and Purchaser agree in accordance with the provisions set forth below. For purposes of such prorations and adjustments, Purchaser shall be deemed to prorate and/or adjust, own the Property as of 11:59 p.m. 12:00 a.m. on the day preceding the Closing Date (and therefore be entitled to any revenues and be responsible for any expenses for the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, entire Closing Date. Any apportionments and prorations which are not expressly provided for below shall be made in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on customary practice in the day before the Closing Date, area in which event no proration will be made the Property is located. Seller and Purchaser shall prepare a schedule of adjustments at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five least three (53) business days prior to the Closing Date, Date and a per diem adjustment shall be made part of the settlement statement for the days between transaction (the meter reading date and "Closing Statement"). Any net adjustment in favor of Purchaser shall be credited against the Purchase Price at the Closing. Any net adjustment in favor of Seller shall be paid in cash at the Closing Date based on by Purchaser to Seller. A copy of the most recent meter reading. Closing Statement agreed upon by Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will shall be obligated to make its own arrangements for any deposits with executed and delivered by Seller and Purchaser at the utility providersClosing. (iva) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. Monthly rents (v) Real estate taxes due including fixed and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as additional rent paid on a result of the final determination or settlement of any tax appealmonthly basis) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year month in which the Closing occurs shall be apportioned between prorated on a cash basis on the basis of the actual number of days in the month during which the Closing occurs. (b) Ad valorem taxes (real and personal) for the tax year during which the Closing occurs shall be prorated and adjusted at Closing on a cash basis (it being understood and agreed that Seller has paid such taxes for the tax year in which Closing will occur, and, accordingly, if Tenant and the owner of Parcel B reimburse Seller for such taxes paid by Seller, then, in such event, there shall not be a proration for such taxes at Closing). Any refund or credit of real property taxes for the year prior to the year of Closing shall remain the sole property of Seller (except to the extent such refund or credit is the property of a Tenant or Owner of Parcel B pursuant to the terms of the applicable Lease) and, if paid or credited to Purchaser, shall be promptly paid to Seller. Seller shall be entitled to its pro rata share of any refund or credit of real property taxes for the year in which the Closing occurs, and Purchaser shall pay same promptly following receipt of such refund or credit. (i) To the extent Tenants are reimbursing Seller for common area maintenance, parking and other operating expenses (collectively, "CAM Charges"), CAM Charges that will become due and payable with respect to the year in which the Closing occurs (the "CAM Lease Year"), including quarterly or annual payments, reconciliations and so called "rebillings" or "true ups", shall be prorated at Closing on an accrual basis. If the amounts of such additional rent cannot be determined as of the Closing Date or have not yet been billed to Tenants or the owner of Parcel B, then the proration shall be done on the basis of actual amounts to the extent available, and otherwise on the basis of a reasonable estimate by Seller and Purchaser of the amount expected to be due thereon. If proration is based upon estimates, then a further adjustment shall be made after the Closing when actual amounts are known. In the event that Seller has received CAM Charges payments in excess of its actual CAM Charges for the CAM Lease Year, Purchaser shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charges payments less than its actual CAM Charges, to the extent that the Leases provide for a "true up" at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit, but only after Purchaser has received any true up payment from Tenant or the owner of Parcel B, as the case may be. Upon receipt by either party of any CAM Charges true up payment from Tenant or the owner of Parcel B, as the case may be, the party receiving the same shall provide to the other party its allocable share of the true up payment within five (5) business days of the receipt thereof. (ii) Purchaser and Seller acknowledge and agree that (w) Seller has paid for insurance at the Property for period in which the Closing will occur, (x) Tenant and the owner of Parcel B have reimbursed Seller for the cost of such insurance, (y) accordingly, there shall be no proration for insurance at Closing, and (z) Seller (not Purchaser) shall reimburse within ninety (90) days of the Closing Tenant and the owner of Parcel B their proportionate share of any refund received by Seller on account of any insurance coverage cancelled at Closing, to the extent required under the Lease and/or the REA. (d) Additional rent for services provided or damages, including electricity, HVAC, steam, water, cleaning, overtime services, sundry charges, indemnity payments and similar charges, shall be prorated based on their respective periods the period during which such additional rent accrued. (e) All costs, expenses, charges and fees relating to the ownership, management, operation, maintenance and repair of ownership in such tax year. The expenses the Property, including electricity, gas, water and sewer charges, telephone and other public utilities, common area maintenance charges, personal property taxes, excise taxes on rent, business occupational taxes, charges payable under Operating Agreements, fees payable under transferable licenses for the operation of any tax appeals the Property and other items (except to the extent Tenant is responsible for paying same directly), shall be apportioned between prorated on a cash basis as of the parties Closing Date based upon the actual number of days in the month during which the Closing occurs. To the extent feasible, utility meters (except to the extent accounts are in the name of Tenant) shall be read on the date prior to the date of Closing and all utilities thereafter used shall be paid for by Purchaser and all utilities theretofore used shall be paid by Seller. (f) Purchaser shall pay Seller a sum equal to all outstanding cash utility deposits, if any, paid by Seller in connection with the Property upon delivery by Seller of satisfactory evidence of same manner and Seller shall assign all of its rights to those deposits to Purchaser. (g) Any post-Closing adjustments shall be made as soon as practicable after the refunds and/or creditsClosing. Purchaser shall provide an accounting, accompanied by reasonable documentary evidence of the rents, revenues and expenses in question. (h) Payments under the REA shall be prorated at Closing on an accrual basis. If the amounts of such payments under the REA have not been determined as of the Closing Date or have not yet been billed to the owner of Parcel B under the REA, then the proration shall be done on the basis of actual amounts to the extent available, and otherwise on the basis of a reasonable estimate by Seller of the amount expected to be due thereon. If proration is based upon estimates, then a further adjustment shall be made after the Closing when actual amounts are known. (i) A final reconciliation of the prorated items shall be made by Purchaser and Seller no later than six (6) months after Closing. The provisions of this Section 10.4(a)(v) 7.2.6 shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve a period of six (126) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. 8.1 Prior to Closing, the Owners and Cedar shall prepare a schedule of (ai) Seller those expenses that shall have been paid by the Owners prior to the Closing Date but are attributable to a period from and Purchaser agree after the Closing Date (the "Prepaid Expenses"), and (ii) those revenues that shall have been received by the Owners prior to prorate and/or adjustthe Closing Date but are attributable to a period from and after the Closing Date (the "Prepaid Revenues"). 8.2 To the extent that the Prepaid Expenses shall exceed the Prepaid Revenues (such excess, the "Prepaid Expense Excess"), (i) at Closing Cedar shall pay to the Owners an amount equal to the Prepaid Expense Excess, and (ii) Cedar shall be deemed to have made a capital contribution to the Partnership (the "Closing Adjustment Capital Contribution") equal to the amount of the Prepaid Expense Excess. 8.3 To the extent that the Prepaid Revenues shall exceed the Prepaid Expenses, such excess shall be contributed by the Owners to the Partnership, and the Owners shall not receive capital account credit on account thereof. 8.4 The following prorations and adjustments shall be made between the parties as of 11:59 p.m. on the day preceding the Closing Date (the “"Proration Time”), Date") on the following (collectively, basis of the “Proration Items”):actual number of days elapsed over the applicable period: (i) RentsAll fixed rents under Leases which are collected on or prior to the Proration Date in respect of the month (or other applicable collection period) in which the Closing occurs (the "Current Month"), shall be adjusted on a per diem basis based upon the number of days in accordance with Section 10.4(c) belowthe Current Month prior to the Proration Date and the number of days in the Current Month on and after the Proration Date. Any such rents that are allocable to the period from and after the Proration Date shall be deemed to be Prepaid Revenues. (ii) Cash Security Deposits If, on the Proration Date, any fixed rents are past due by any Tenant, and any prepaid rentsprovided the Owners have delivered to Cedar, together with any interest required in reasonable detail, a breakdown of all such past due amounts as of the Proration Date, Cedar agrees that the first moneys received by the Partnership from each such Tenant shall be disbursed as follows: (1) first, such moneys shall be applied to fixed rents in respect of the Current Month, it being agreed that one hundred percent (100%) of the fixed rent that is attributable to the portion of the Current Month prior to the Proration Date shall be paid thereonto the Owners and the balance shall be retained by the Partnership; (2) second, to the Partnership until all fixed rents owing by all such Tenants for any period after the Current Month through the month in which payment is received have been paid in full; (3) third, to the Owners until all fixed rents owing by all such Tenants for periods prior to the Current Month have been paid in full; and (4) fourth, the balance, if any, shall be paid to the Partnership. Each party agrees to remit reasonably promptly to the other the amount of such rents to which such party is so entitled and to account to the other party monthly in respect of same. The fixed rents received by the Partnership after the Proration Date shall be apportioned and remitted, if applicable, as hereinabove provided. (iii) Utility If the Proration Date shall occur prior to the time when any rental payments for fuel pass-alongs, so-called escalation rent or charges payable by Sellerbased upon real estate taxes, includingoperating expenses, without limitationlabor costs, electricitycost of living increases, electrical charges, water charges and sewer charges. If there charges or like items (collectively, "Overage Rent") are meters on payable, then such Overage Rent for the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, applicable accounting period in which event no proration will the Proration Date occurs shall be made at apportioned subsequent to the Closing Closing, based upon the portion of such accounting period which occurs prior to the Proration Date (to the extent not theretofore collected by the Partnership, on account of such Overage Rent prior to the Proration Date), it being agreed that one hundred percent (100%) of the Overage Rent that is attributable to the portion of such accounting period that shall occur prior to the Proration Date shall be paid to the Owners and the balance shall be retained by the Partnership. In addition, the Partnership shall pay to the Owners one hundred percent (100%) of all Overage Rent that is paid subsequent to the Proration Date with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days an accounting period which expired prior to the Closing Proration Date, within thirty (30) days after receipt thereof by the Partnership. If, prior to the Closing, the Owners shall collect any sums on account of Overage Rent or fixed rent for a year or other period, or any portion of such year or other period, beginning prior to but ending on or after the Proration Date, the portion of such sum allocable to the period from and a per diem adjustment after the Proration Date shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will deemed to be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersa Prepaid Revenue. (iv) Amounts Overage Rent payable under the Service Contracts other than those Service Contracts which Purchaser has elected not by Tenants based on an estimated amount and subject to assume by written notice to Seller prior adjustment or reconciliation pursuant to the expiration of related Leases subsequent to the Evaluation PeriodProration Date shall be apportioned as provided in subsection (iii) above and shall be reapportioned as and when the applicable Tenant's actual obligation for such Overage Rent is reconciled pursuant to the applicable Lease. (v) Real One Hundred Fifty Thousand ($150,000) Dollars on account of percentage rent owing by UA Theatres shall be deemed to be a Prepaid Expense and the Owners shall be entitled to a credit on account thereof at Closing, subject to adjustment or reconciliation subsequent to the Proration Date when such Tenant's actual obligation for such percentage rent is reconciled pursuant to the terms of such Tenant's Lease. (vi) Without duplication of any adjustment made pursuant to Section 8.4(A)(i) above, all prepaid fixed rent and Overage Rent that shall be received by the Owners as of the Proration Date for periods on and after the Proration Date shall be deemed to be Prepaid Revenues. B. All real estate taxes due taxes, BID taxes, unmetered water and sewer charges, elevator inspection fees, pest control charges and vault charges, if any, and any and all other municipal or governmental assessments of any and every nature levied or imposed upon the Property (collectively, "Taxes") in respect of the current fiscal year of the applicable taxing authority in which the Closing occurs (the "Current Tax Year") (other than real estate taxes, water and sewer charges and any other municipal or governmental assessments payable by any Tenant directly to the taxing authority under any Lease), shall be allocated on a per diem basis based upon the number of days in the Current Tax Year prior to the Proration Date and the number of days in the Current Tax Year on and after the Proration Date. If, as of the Proration Date, Taxes for the calendar yearCurrent Tax Year shall not have been paid with respect to the period prior to the Proration Date, the amount equal to the unpaid Taxes for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Taxes with respect to any period from and after the Proration Date shall have been paid, the amount equal to the prepaid Taxes shall be deemed to be a Prepaid Expense. If the Closing Date shall occur before the tax rate for the Current Tax Year is fixed, the apportionment of real estate taxes Taxes shall be upon the basis of the tax rate for the next preceding year fiscal period applied to the latest assessed valuation. If, subsequent to Promptly after the new tax rate is fixed for the fiscal period in which the Closing Datetakes place, real estate taxes (by reason the apportionment of change Taxes shall be recomputed. In the event that any assessments levied or imposed upon the Property are payable in either assessment or rate or for any other reason other than as a result of installments, the final determination or settlement of any tax appeal) installment for the Real Property should Current Tax Year shall be determined to be higher or lower than those prorated in the manner set forth above. C. All charges and fees due under contracts, that are apportionednot being terminated at the Closing, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in for the assessed value of the Property results from improvements made supply to the Property by Purchaserof heat, then Purchaser shall be solely responsible for any increase steam, electric power, gas and light and telephone (collectively, "Charges"), if any, in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to of the tax year billing period of the related service provider in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to (the tax year in which the Closing occurs "Current Billing Period") shall be apportioned between Seller and Purchaser allocated on a per diem basis based on their respective periods upon the number of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties days in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days Current Billing Period prior to the Closing by Seller’s supplier. (b) Seller will be charged Proration Date and credited for the amounts number of all of days in the Proration Items relating to the period up to Current Billing Period on and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration TimeDate and assuming that all charges are incurred uniformly during the Current Billing Period. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing StatementIf, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has Charges for the Current Billing Period shall not have been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures paid with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in period prior to the month of Closing Proration Date, the amount equal to the unpaid Charges for the period prior to the Proration Date shall be applied paid by the Owners to the month of Partnership at the Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser but the Owners shall not modifyreceive any capital account credit on account thereof. If, amend as of the Proration Date, Charges with respect to any period from and after the Proration Date shall have been paid, the amount of such prepaid Charges shall be deemed to be a Prepaid Expense. D. Any charges or terminate any existing agreements with Tenants fees for transferable licenses and permits relating to past rent due.the Property (but without duplication of items apportioned pursuant to any other provision of this

Prorations and Adjustments. 8.1 Prior to Closing, the Owners and Cedar shall prepare a schedule of (ai) Seller those expenses that shall have been paid by the Owners prior to the Closing Date but are attributable to a period from and Purchaser agree after the Closing Date (the "Prepaid Expenses"), and (ii) those revenues that shall have been received by the Owners prior to prorate and/or adjustthe Closing Date but are attributable to a period from and after the Closing Date (the "Prepaid Revenues"). 8.2 To the extent that the Prepaid Expenses shall exceed the Prepaid Revenues (such excess, the "Prepaid Expense Excess"), (i) at Closing Cedar shall pay to the Owners an amount equal to the Prepaid Expense Excess, and (ii) Cedar shall be deemed to have made a capital contribution to the Partnership (the "Closing Adjustment Capital Contribution") equal to the amount of the Prepaid Expense Excess. 8.3 To the extent that the Prepaid Revenues shall exceed the Prepaid Expenses, such excess shall be contributed by the Owners to the Partnership, and the Owners shall not receive capital account credit on account thereof. 8.4 The following prorations and adjustments shall be made between the parties as of 11:59 p.m. on the day preceding the Closing Date (the “"Proration Time”), Date") on the following (collectively, basis of the “Proration Items”):actual number of days elapsed over the applicable period: (i) RentsAll fixed rents under Leases which are collected on or prior to the Proration Date in respect of the month (or other applicable collection period) in which the Closing occurs (the "Current Month"), shall be adjusted on a per diem basis based upon the number of days in accordance with Section 10.4(c) belowthe Current Month prior to the Proration Date and the number of days in the Current Month on and after the Proration Date. Any such rents that are allocable to the period from and after the Proration Date shall be deemed to be Prepaid Revenues. (ii) Cash Security Deposits If, on the Proration Date, any fixed rents are past due by any Tenant, and any prepaid rentsprovided the Owners have delivered to Cedar, together with any interest required in reasonable detail, a breakdown of all such past due amounts as of the Proration Date, Cedar agrees that the first moneys received by the Partnership from each such Tenant shall be disbursed as follows: (1) first, such moneys shall be applied to fixed rents in respect of the Current Month, it being agreed that one hundred percent (100%) of the fixed rent that is attributable to the portion of the Current Month prior to the Proration Date shall be paid thereonto the Owners and the balance shall be retained by the Partnership; (2) second, to the Partnership until all fixed rents owing by all such Tenants for any period after the Current Month through the month in which payment is received have been paid in full; (3) third, to the Owners until all fixed rents owing by all such Tenants for periods prior to the Current Month have been paid in full; and (4) fourth, the balance, if any, shall be paid to the Partnership. Each party agrees to remit reasonably promptly to the other the amount of such rents to which such party is so entitled and to account to the other party monthly in respect of same. The fixed rents received by the Partnership after the Proration Date shall be apportioned and remitted, if applicable, as hereinabove provided. (iii) Utility If the Proration Date shall occur prior to the time when any rental payments for fuel pass-alongs, so-called escalation rent or charges payable by Sellerbased upon real estate taxes, includingoperating expenses, without limitationlabor costs, electricitycost of living increases, electrical charges, water charges and sewer charges. If there charges or like items (collectively, "Overage Rent") are meters on payable, then such Overage Rent for the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, applicable accounting period in which event no proration will the Proration Date occurs shall be made at apportioned subsequent to the Closing Closing, based upon the portion of such accounting period which occurs prior to the Proration Date (to the extent not theretofore collected by the Partnership, on account of such Overage Rent prior to the Proration Date), it being agreed that one hundred percent (100%) of the Overage Rent that is attributable to the portion of such accounting period that shall occur prior to the Proration Date shall be paid to the Owners and the balance shall be retained by the Partnership. In addition, the Partnership shall pay to the Owners one hundred percent (100%) of all Overage Rent that is paid subsequent to the Proration Date with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days an accounting period which expired prior to the Closing Proration Date, within thirty (30) days after receipt thereof by the Partnership. If, prior to the Closing, the Owners shall collect any sums on account of Overage Rent or fixed rent for a year or other period, or any portion of such year or other period, beginning prior to but ending on or after the Proration Date, the portion of such sum allocable to the period from and a per diem adjustment after the Proration Date shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will deemed to be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersa Prepaid Revenue. (iv) Amounts Overage Rent payable under the Service Contracts other than those Service Contracts which Purchaser has elected not by Tenants based on an estimated amount and subject to assume by written notice to Seller prior adjustment or reconciliation pursuant to the expiration of related Leases subsequent to the Evaluation PeriodProration Date shall be apportioned as provided in subsection (iii) above and shall be re-apportioned as and when the applicable Tenant's actual obligation for such Overage Rent is reconciled pursuant to the applicable Lease. (v) Real One Hundred Fifty Thousand ($150,000) Dollars on account of percentage rent owing by UA Theatres shall be deemed to be a Prepaid Expense and the Owners shall be entitled to a credit on account thereof at Closing, subject to adjustment or reconciliation subsequent to the Proration Date when such Tenant's actual obligation for such percentage rent is reconciled pursuant to the terms of such Tenant's Lease. (vi) Without duplication of any adjustment made pursuant to Section 8.4(A)(i) above, all prepaid fixed rent and Overage Rent that shall be received by the Owners as of the Proration Date for periods on and after the Proration Date shall be deemed to be Prepaid Revenues. B. All real estate taxes due taxes, BID taxes, unmetered water and sewer charges, elevator inspection fees, pest control charges and vault charges, if any, and any and all other municipal or governmental assessments of any and every nature levied or imposed upon the Property (collectively, "Taxes") in respect of the current fiscal year of the applicable taxing authority in which the Closing occurs (the "Current Tax Year") (other than real estate taxes, water and sewer charges and any other municipal or governmental assessments payable by any Tenant directly to the taxing authority under any Lease), shall be allocated on a per diem basis based upon the number of days in the Current Tax Year prior to the Proration Date and the number of days in the Current Tax Year on and after the Proration Date. If, as of the Proration Date, Taxes for the calendar yearCurrent Tax Year shall not have been paid with respect to the period prior to the Proration Date, the amount equal to the unpaid Taxes for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Taxes with respect to any period from and after the Proration Date shall have been paid, the amount equal to the prepaid Taxes shall be deemed to be a Prepaid Expense. If the Closing Date shall occur before the tax rate for the Current Tax Year is fixed, the apportionment of real estate taxes Taxes shall be upon the basis of the tax rate for the next preceding year fiscal period applied to the latest assessed valuation. If, subsequent to Promptly after the new tax rate is fixed for the fiscal period in which the Closing Datetakes place, real estate taxes (by reason the apportionment of change Taxes shall be recomputed. In the event that any assessments levied or imposed upon the Property are payable in either assessment or rate or for any other reason other than as a result of installments, the final determination or settlement of any tax appeal) installment for the Real Property should Current Tax Year shall be determined to be higher or lower than those prorated in the manner set forth above. C. All charges and fees due under contracts, that are apportionednot being terminated at the Closing, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in for the assessed value of the Property results from improvements made supply to the Property by Purchaserof heat, then Purchaser shall be solely responsible for any increase steam, electric power, gas and light and telephone (collectively, "Charges"), if any, in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to of the tax year billing period of the related service provider in which the Closing occurs (the "Current Billing Period") shall belong solely to Seller, regardless be allocated on a per diem basis based upon the number of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable days in the Current Billing Period prior to the tax year Proration Date and the number of days in which the Closing occurs Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, the amount equal to the unpaid Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Charges with respect to any period from and after the Proration Date shall have been paid, the amount of such prepaid Charges shall be deemed to be a Prepaid Expense. D. Any charges or fees for transferable licenses and permits relating to the Property (but without duplication of items apportioned between Seller pursuant to any other provision of this Article VIII) (collectively, "Permit Charges") in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and Purchaser the number of days in the Current Billing Period on and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of the Proration Date, Permit Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, the unpaid Permit Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If on the Proration Date, Permit Charges with respect to any period from and after the Proration Date shall have been paid, the amount equal to such prepaid Permit Charges shall be deemed to be a Prepaid Expense. E. To the extent same are executed after the date hereof and approved by Cedar pursuant to Section 4.3 hereof, any charges payable under Service Contracts, Operating Agreements and other contracts relating to the Property (but without duplication of items apportioned pursuant to any other provision of this Article VIII) (collectively, "Service Contract Charges"), as applicable (including, without limitation, salary, bonuses, vacation and sick day allowances and pension or other benefit fund contributions), in respect of the Current Billing Period shall be allocated on a per diem basis based upon the number of days in the Current Billing Period prior to the Proration Date and the number of days in the Current Billing Period on their respective periods and after the Proration Date and assuming that all charges are incurred uniformly during the Current Billing Period. If, as of ownership in the Proration Date, Service Contract Charges for the Current Billing Period shall not have been paid with respect to the period prior to the Proration Date, an amount equal to the unpaid Service Contract Charges for the period prior to the Proration Date shall be paid by the Owners to the Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof. If, as of the Proration Date, Service Contract Charges with respect to any period from and after the Proration Date shall have been paid, the amount equal to such tax year. The expenses prepaid Service Contract Charges shall be deemed to be a Prepaid Expense. F. If there is a fuel meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any tax appeals Tenants), the Owners shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of endeavor to furnish a reading made within ten to a date not more than thirty (1030) days prior to the Closing by Seller’s supplier. (b) Seller will be charged Proration Date, and credited the unfixed meter charges, if any, based thereon for the amounts intervening time shall be apportioned on the basis of such last reading. If the Owners fail or are unable to obtain such reading, the amount equal to the value of all fuel, if any, then stored at the Property shall be calculated on the basis of the Proration Items relating Owners' last costs therefor, including sales tax, as evidenced by written statements of the fuel oil supplier(s) for the Property, which statements shall be conclusive as to quantity and cost, absent fraud. Any unpaid fuel charges attributable to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Proration Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser the Owners to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price Partnership at the Closing, but the Owners shall not receive any capital account credit on account thereof, and the value of any prepaid fuel stored on the property shall be deemed to be a Prepaid Expense. G. If there is a water meter or meters on the Property (other than meters measuring consumption costs which are the obligation of any Tenants), the Owners shall endeavor to furnish a reading to a date not more than thirty (30) days prior to the Proration Date, and the unfixed meter charges and the unfixed sewer rents, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. If the actual amounts Owners fail or are unable to obtain such reading, the amount of the Proration Items are not known as meter charges and sewer rents shall be determined on the basis of the Closing Datelast readings and bills received by the Owners, and the prorations will same shall be made at appropriately readjusted after the Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on next subsequent bills. Any unpaid water or sewer charges attributable to the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation period prior to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously Date shall be paid by the Owners to or collected by Seller and attributable to any period following the Proration Time. After Partnership at the Closing, Seller will cause but the Owners shall not receive any capital account credit on account thereof. H. All brokerage commissions and expenses for work to be done for tenant improvements in connection with any leases entered into on or prior to the Proration Date which commissions and expenses were not paid or turned over prior to Purchaser all Rentalthe Proration Date shall be paid by the Owners to the Partnership at the Closing, if any, received by Seller after Closing and attributable but the Owners shall not receive any capital account credit on account thereof. The foregoing shall not apply to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs commissions and expenses as provided incurred between the date of this Agreement and Closing, pursuant to Cedar's prior written consent, in connection with new Lease executed (with the prior written consent of Cedar) during the period between the date of this Agreement and the Closing, for under the Lease, which Cedar shall be responsible and with respect to which Cedar shall receive capital account credit. I. All accrued fees pursuant to the extent Existing Property Management Agreement shall be paid by the same exceeds Owners at or prior to Closing, but the Owners shall not receive any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts capital account credit on account thereof. J. The Prepayment Fee and other sums servicer cost associated therewith shall be paid by Cedar and charges payable Cedar shall receive capital account credit on account thereof. K. All security deposits held by Tenants the Owners under the Leases or from other occupants or users shall be paid by the Owners to the Partnership, but the Owners shall not receive any capital account credit on account thereof. L. The amount of deposits held at the time of the Property. Rental is “Delinquent” when it was due prior to Closing by the Closing DateMortgagee in connection with the Mortgage Loan, including reserves for capital improvements, tenant improvements or otherwise, and/or impounds for taxes and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures insurance (with respect to periods after the collection Closing), shall be deemed to be a Prepaid Expense. M. Any other items customarily apportioned in connection with sales of any Delinquent Rental. All sums collected by Purchaser similar property in the month Commonwealth of Closing Pennsylvania shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueso apportioned.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)Unless otherwise provided, the following (collectively, items shall be prorated and either adjusted between the “Proration Items”):parties or paid at closing: (iA) RentsReal estate ad valorem taxes, prorated to the date of Closing, all personal property taxes, late fees, interest, and other governmental and quasi- governmental charges for the fiscal year in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to which the Closing shall occur shall be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar yearexcept as hereinafter provided. If the Closing Date shall occur before the tax rate or assessment is fixed, the apportionment of such general ad valorem real estate taxes shall be upon the basis of the tax rate for taxes paid in the preceding year applied to the latest assessed valuation. Ifprior year, subsequent to the Closing Date, real estate but such taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, readjusted as soon as the applicable rate and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser assessment is fixed. The obligation for prorated taxes shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after survive Closing. Any tax refunds or credits attributable to To the tax year in which the Closing occurs shall be apportioned between Seller knowledge of Donor and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇, there are no special assessments affecting the Property. Should any special assessments be levied, they shall be prorated equitably between Donor and Donee at Closing. (B) All other items customary and appropriate to be apportioned between the Donee and Donor in the case of other properties similar to the Property. (C) Any errors or omissions in computing apportionments at Closing shall be corrected. This provision shall survive Closing for one (1) year. (D) The amount of any unpaid real estate taxes, assessments, water charges and sewer charges other than items subject to pro-ration as above provided, which Donor is obligated to pay and discharge at Closing, with interest and penalties thereon, to a date not less than two business days after Closing, may, at the option of Donor, be allowed to be deducted by Donee out of the cash portion of the Purchase Price, provided official, verifiable bills therefore are furnished at Closing. (E) All late listing penalties, if any, shall be paid by ▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due▇▇▇.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. In addition, the parties shall prorate and adjust utility charges in accordance with local custom. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. (ai) Seller Revenues (including but not limited to rent due from the residents of the Facilities) and Purchaser agree expenses (including but not limited to prorate and/or adjustreal and personal property taxes or payroll and employee benefits) related to the ownership or operation of the CPM Facilities, other than the Grand Terrace Facility, shall be prorated as of 11:59 p.m. on the day preceding the Closing Date (with Purchaser entitled to such revenues and responsible for such expenses for the “Proration Time”), period from and after the following (collectively, Closing Date and with Seller entitled to such revenues and responsible for such expenses for the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) belowperiod prior to the Closing Date. (ii) Cash Security Deposits In furtherance and any prepaid rentsnot in limitation of the foregoing, together the applicable Seller shall, or in the case of the Hunters ▇▇▇▇ Facility shall cause XL within thirty (30) days after the Closing Date to, arrange for a final statement with any interest respect to all utilities serving the CPM Facilities (other than the Grand Terrace Facility) as of the Closing Date and, within sixty (60) days after the Closing Date or earlier if required to avoid the imposition of any liens against such CPM Facilities, shall pay all fees identified thereon and Purchaser shall arrange for all such utilities to be paid thereonbilled in its name from and after the Closing Date and shall pay all fees due therefor as of the Closing Date. (iii) Utility charges payable Purchaser shall pay to Sellers at Closing an amount equal to the outstanding utilities deposits paid by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing Sellers to utility providers with respect to utility bills. If meter readings on the day before the Closing Date are not possibleCPM Facilities, then Seller will cause readings of all said meters to be performed not other than Grand Terrace Facility, as set forth more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently fully in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providersExhibit F hereto. (iv) Amounts payable under In the Service Contracts other than those Service Contracts which event Purchaser has elected not receives a credit against its license application fees for any amounts paid by Sellers or the Owners for the period covered by Purchaser’s license, Purchaser shall remit to assume by written notice Sellers or the Owners, as applicable, at Closing an amount equal to Seller prior to the expiration of the Evaluation Periodsuch credit. (v) Real estate taxes All amounts due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis owing between each of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxesSellers, on the basis of a reading made within ten (10) days prior one hand, and the Purchaser, on the other hand, under the Management Agreements related to the Closing Emeritus Managed CPM Facilities including, but not limited to, management fees due to Purchaser, the reimbursement by Seller’s supplier. (b) the applicable Seller will be charged and credited for of any expenses advanced by Purchaser on behalf of such Seller during the amounts of all course of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all management of the Proration Items relating CPM Facility owned by such Seller, the reimbursement by Purchaser of any expenses paid by the applicable Seller that relate to the period after Closing and any amounts owing from Sellers under the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller Emeritus Pooled Liability and submitted to Purchaser prior to the Closing Date Workers Compensation/Occupational Injury Insurance Programs (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller"Programs") or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection participation of any Delinquent Rental. All sums collected by Purchaser the Emeritus Managed CPM Facilities in the month Programs (but specifically excluding the Termination Security Payment or amounts due with respect to tail insurance, which amounts Purchaser has agreed to waive in its capacity as the administrator of Closing the Programs) shall be applied reconciled on a facility by facility basis and a final payment shall be due from Purchaser to the month of Closing. All sums collected by Purchaser thereafter applicable Seller or from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant the applicable Seller to Purchaser, and then delinquencies owed by as applicable, within sixty (60) days after the Closing which includes such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent dueManaged CPM Facility.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. the Closing Date, except as otherwise specified: 14.1 The amount of all security and other Tenant deposits required to be held pursuant to the Leases, and interest due thereon, if any, shall be credited to Purchaser. 14.2 Water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices. 14.3 Amounts paid or payable under the Assigned Contracts shall be prorated. 14.4 All real estate, personal property and ad valorem taxes for the current year applicable to the Project shall be prorated utilizing actual final tax bills, if available prior to Closing. If such bills are not available, then such taxes shall be prorated on the day preceding basis of the most currently available tax bills for the Project and promptly re-prorated upon the issuance of final bills therefor, and any amounts due from any party to the other shall be paid in cash at that time. Prior to or at Closing, Seller shall pay or have paid all tax bills that are due and payable prior to or on the Closing Date (and shall furnish evidence of such payment to Purchaser and the “Proration Time”)Title Company. 14.5 All assessments, general or special, shall be prorated as of the following (collectivelyClosing Date, with Seller being responsible for any installments of assessments which are due prior to the “Proration Items”):Closing Date and Purchaser being responsible for any installments of assessments which are due on or after the Closing Date. (i) Rents, 14.6 Commissions of leasing and rental agents and tenant improvement allowances for any Leases entered into subsequent to the Contract Date in accordance with Section 10.4(c) belowSECTION 8.1.9 shall be prorated as provided in SECTION 14.3 as of the Closing Date. (ii) Cash Security Deposits 14.7 All base rents and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellerother charges, including, without limitation, electricityall additional rent, water shall be prorated at Closing. At the time(s) of final calculation and collection from the Tenants of additional rent and other items based on annual totals for 2003, there shall be a re-proration between Seller and Purchaser as to adjustments of additional rent and such other items, with such re-prorations being payable to the appropriate recipient. Such re-proration shall be paid, with respect to calendar year 2003, upon Seller's presentation of its final accounting to Purchaser, certified as to accuracy by Seller not later than April 30, 2004, and, with respect to calendar year 2004, upon Purchaser's presentation of its final accounting to Seller, certified as to accuracy by Purchaser not later than April 30, 2005. At the Closing, no "DELINQUENT RENTS" (all rents or other charges that have not been collected as of the Closing Date other than those due from any Tenant which are paid in arrears and sewer chargesother than any additional rent "true up" for calendar year 2003) shall be prorated in favor of Seller. If there are meters on Notwithstanding the Real Propertyforegoing, final readings and final ▇▇▇▇▇Purchaser shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to Seller from Tenants, but Purchaser shall not be required to ▇▇▇ the Tenants (nor shall Seller be entitled to ▇▇▇ or otherwise pursue any Tenant for utilities will be made if possible on Delinquent Rents). Other than any additional rent "true up" for calendar year 2003, all rents and other charges received by (or for the day before benefit of) Purchaser from any Tenants after the Closing Dateshall be first applied against current and past due obligations owed to, or for the benefit of, Purchaser, and any excess shall be delivered to Seller, but only to the extent of amounts in which event no proration will be made at default and owed to, and for the Closing with respect to utility bills. If meter readings on benefit of, Seller for the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days period prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; providedIn no event, however, shall any sums be paid to Seller to the extent Seller has been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder. Any additional rent "true up" for calendar year 2003 received by (or for the benefit of) Purchaser from any Tenants after the Closing shall be delivered to Seller. Rent from the US Government shall be prorated at time of Closing by assuming that if any increase the entire base rent for the month of closing will be paid by the US Government in the assessed value month after Closing, and crediting to Seller its proportionate share of the Property results from improvements made to the Property by Purchasersuch rent. 14.8 Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For purposes of calculating prorations, then Purchaser shall be solely deemed to be in title to the Project, and therefore entitled to the income therefrom and responsible for any increase in taxes attributable thereto. With respect to tax appealsthe expenses thereof, any tax refunds or credits attributable to tax years prior to for the tax year in entire day upon which the Closing occurs shall belong solely to Seller, regardless of whether occurs. All such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, number of days of the year and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (month that shall have elapsed as of the Proration Time) Closing Date. The amount of all Rental previously paid to or collected by such prorations shall he adjusted in cash after Closing, as and when complete and accurate information becomes available. Seller and attributable Purchaser agree to any period following the Proration Time. After cooperate and use their good faith and diligent efforts to make such adjustments no later than 30 days after the Closing, Seller will cause except as otherwise provided above with respect to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing taxes and attributable to any additional rent. Items of income and expense for the period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing DateDate will be for the account of Seller and items of income and expense for the period on and after the Closing Date will be for the account of Purchaser. Bills received after Closing that relate to expenses incurred, and payment thereof has not been made on services performed or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect other amounts allocable to the collection of any Delinquent Rental. All sums collected by Purchaser in period prior to the month of Closing Date shall be applied to the month of Closing. All sums collected paid by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums amounts not so paid by Seller may be set off against amounts (if any) otherwise due Seller will be promptly remitted hereunder. The obligations of the parties pursuant to Seller. Purchaser this SECTION 14 shall survive the Closing and shall not modify, amend or terminate merge into any existing agreements with Tenants relating to past rent duedocuments of conveyance delivered at Closing.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)Unless otherwise provided, the following items shall be prorated and adjusted between the parties or paid at closing: A. At closing, ad valorem taxes on real property shall be pro-rated between Buyer and Seller to the date of closing for the year in which closing occurs. All “roll back” taxes, if any, shall be the responsibility of Seller. All ad valorem and “roll back” taxes (collectivelyif any), shall be calculated and paid at closing from the “Proration Items”):proceeds due at closing. Buyer and Seller understand that the prorated amounts may be based upon tax rates and/or valuations that may change after closing but before the end of the year in which closing occurs. Should the actual tax bill be different than the amount estimated at closing, Buyer and Seller will promptly adjust and pay to the other party as appropriate any additional taxes prorated against the actual tax bill. As part of the consideration of this sale, this term and condition shall survive closing and shall not merge upon delivery of the deed. (i) B. All late listing penalties, if any, shall be paid by Seller. C. Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rentsif any, together with any interest required to for the Property shall be paid thereon. (iii) Utility charges payable retained by Seller, includingcalculated to the date of closing. D. All crop allotments, without limitationif any, electricityshall be retained by the Seller. E. Seller shall be responsible for any brokerage commissions due as a result of this sale. Buyer by its execution hereof confirms that i) licensed real estate broker ▇▇▇▇ ▇▇▇▇▇▇, water charges and sewer charges. If there are meters on the Real Property, final readings and final of ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇, presented the property to Buyer for its consideration in the capacity of Seller’s Agent or Sub-Agent, ii) Buyer’s dealings with ▇▇▇▇▇▇ for tenant work orders were as a Seller’s Agent or Sub-Agent and other specific services not as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchasera Buyer’s agent, and then delinquencies owed iii) Buyer has not been represented by such Tenant a real estate broker in a Buyer’s agent capacity in this transaction. ▇▇▇▇▇ agrees to Sellerindemnify and hold Seller harmless against any real estate commission claimed by any other parties allegedly representing Buyer in this transaction. Any sums Seller by its execution hereof states that if it has been represented by a real estate broker in this transaction, the identity of said broker has been disclosed, and that ▇▇▇▇▇▇ is solely responsible for any brokerage commissions due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duesaid broker as a result of this sale.

Prorations and Adjustments. (a) Seller Subject to subpart (e) below, real estate taxes and Purchaser agree assessments relating to prorate and/or adjustthe Property shall be prorated as of the Closing Date in accordance with Custom, including Custom regarding any post-Closing true ups based on obtaining more accurate information. (b) Subject to subpart (e) below, all expenses (that are Customarily prorated, such as but not limited to utility costs) and income for the Property or portions thereof, including rent payable under the Lease (excluding Delinquent Rents, defined below, and security deposit) shall be prorated as of 11:59 p.m. P.M. local time (for the locality in which the Property is situated) on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, so that all income and a per diem adjustment shall be made for the days between the meter reading date and expenses attributable to the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable are for the calendar yearbenefit/cost of Buyer. If the Closing Date shall occur before early enough in a month that Seller has not yet received the tax rate is fixedapplicable month’s rent from the Tenant, or if the apportionment Closing Date occurs within ten (10) days of real estate taxes the end of a month then Buyer shall be upon credited at Closing with the basis current month’s rent (for a Closing early in the month) or following month’s rent (for a Closing later in the month) and Seller shall be entitled to retain any rents received by Seller that are attributable to the month of the tax rate for Closing or the preceding year applied following month, as the case may be, and Buyer agrees that to the latest assessed valuationextent it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. IfMore generally, subsequent any rent or other income received by either party after Closing which is owed to the other party shall be held in trust and promptly remitted to the other party. (c) Without limiting subpart (b) above, no proration or adjustment shall be made for rent, including without limitation, base rent, percentage rent, and additional rent, attributable to the period prior to the Closing Date, but not received by Seller as of the Closing Date due to the delinquency of Tenant (hereinafter called the “Delinquent Rents”). Buyer shall have no liability to Seller for the Delinquent Rents except to the extent actually collected by Buyer, and Buyer shall have no obligation to make efforts to collect such Delinquent Rents, and also, Seller shall not have the right to pursue collection of any outstanding Delinquent Rents post-Closing. Delinquent Rents that may end up being collected from Tenant by Buyer (but, as stated above, Buyer shall have no obligation to make efforts to collect Delinquent Rents) shall be applied first to (i) Seller and Buyer in an amount equal to their proportionate share of such rents owing by such Tenant in respect of the Closing Month, (ii) next to the then-current amounts owed by Tenant and accruing on or after the Closing Date, (iii) then to any Delinquent Rents owing for the rent period prior to the Closing Month, and (iv) the balance, if any, to Buyer, all the foregoing being regardless of how Tenant may characterize such rent payments. Any such amounts applicable to Delinquent Rents pursuant to the foregoing formula and received by Buyer shall be promptly forwarded to Seller as provided herein. (d) To the extent that real estate taxes taxes, landlord maintenance costs, and the like may be included in the Tenant’s rent (by reason i.e., so-called “additional rent”) under the Lease, whether as estimated monthly payments to Seller subject to reconciliation, or as reimbursements to Seller based on Seller’s presentation of change an invoice or the like, then the parties shall adjust the above mentioned prorations so that Seller is not reimbursed twice for the same expenditure, taking into account whether Seller has yet received an applicable reimbursement, and similar Customary factors. Notwithstanding anything in either assessment the foregoing that may be expressed or rate implied to the contrary, if there is an expense that Tenant pays directly to an applicable third party (for example, but without limitation, if Tenant pays utilities directly to the utility provider, or if Tenant obtains and maintains the property insurance at its sole cost), then there shall be no proration of such expense. Furthermore, any and all payments to Seller for prorations hereunder that are based on the expectation of receiving an applicable reimbursement from Tenant post-Closing shall be made on an “if and when” collected (from Tenant) basis, meaning that rather than giving Seller a credit at the Closing the Buyer shall instead remit the applicable amounts to Seller within thirty (30) days of receiving such reimbursements from Tenant. For the avoidance of doubt, if Tenant is responsible to reimburse landlord for any capital expenses or the like on an amortized basis, then the future payments of such amounts shall belong to Buyer and not Seller. Seller and Buyer shall cooperate with respect to any rents or other reason other than charges that are to be adjusted between Tenant and “Landlord” at a date after the Closing, and any funds due to or from Tenant as a result thereof shall be allocated accordingly. Buyer and Seller shall cooperate with respect to the collection of same from Tenant after the Closing. (e) Subject to subpart (e) above, if there are CAM or similar payments under an REA that need to be prorated, then they shall be prorated at the Closing in accordance with Custom. (f) There will be no proration of insurance. If the landlord is required to carry the property insurance under the terms of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation Lease then Buyer shall be made, and Seller agrees responsible to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value obtain its own insurance as of the Property results Closing Date. (g) To the extent that Buyer, as the new owner, may need any receipts, invoices, or other materials from improvements made Seller (relating to the Property by PurchaserSeller’s period of ownership) in order to perform any reconciliations, or otherwise obtain reimbursements from Tenant, then Purchaser Seller shall be solely responsible for any increase in taxes attributable thereto. With respect provide such materials to tax appeals, any tax refunds or credits attributable to tax years prior to Buyer at the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

Prorations and Adjustments. Collected rents, operating expenses, ad valorem taxes on the Phase I Property and the Remainder for the current year, charges under the Phase I Approved Service Contracts (aas hereinafter defined) Seller and Purchaser agree utility charges and all other income and expense related to prorate and/or adjustthe Phase I Property or the Remainder shall be prorated at the Closing, effective as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will utilizing the best available computations of such items. Sellers retain all rights to a refund of any existing utility deposits. If current ad valorem tax assessments are unavailable at Closing, said ad valorem taxes shall be adjusted based upon a ten percent (10%) increase over the prior year's taxes; provided, however, if for the prior year the Phase I Property was not taxed as a completed and operating apartment project, then the ad valorem tax assessment shall be prorated based upon a written estimate of such taxes, prepared by an independent, local real estate tax consultant, such estimate to be reasonably acceptable to Purchaser and Sellers; provided further, all special tax assessments made at the Closing by any taxing authority with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days Phase I Property prior to the Closing Date, and a per diem adjustment shall be made for the days between sole responsibility of Sellers and shall be paid by Sellers at Closing. Such prorations shall be subject to reprorations at such time as actual numbers are available or in the meter reading date and the Closing Date based on the most recent meter readingevent that is determined that any prorated item may not have been mathematically calculated correctly. Seller will Sellers shall be entitled to any and all deposits presently in effect with cash and cash equivalents owned by the utility providersPartnership as of the Closing, and Purchaser will shall cooperate with Sellers after the Closing to distribute to Sellers any such cash or cash equivalents. Delinquent rents collected by the Partnership after the Closing shall be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which remitted by Purchaser has elected not to assume by written notice to Seller prior to the expiration of Cash Sellers upon receipt thereof by the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versaPartnership; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser Partnership shall be solely responsible for any increase in taxes attributable thereto. With respect under no obligation to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs collect such rents and all rentals received shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, rents and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Sellerdelinquent rents. Purchaser shall receive a credit against the Purchase Price for tenant security deposits that are not modifyyet forfeited and the security deposits of all tenants who have moved out within five (5) business days prior to the Closing. Purchaser shall assume responsibility for such deposits and shall determine the amount of such deposits to refund, amend or terminate and any existing agreements with Tenants relating balance not refunded shall be retained by Purchaser. All adjustments shall be cumulated for a period of six months after the Closing Date, at which time a final adjustment shall be made to past rent duethe Purchase Price, and no adjustments thereafter shall be made. The prorations shall be made by adjustment to the cash portion of the Purchase Price.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits A statement of prorations and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date adjustments (the “Closing Statement”). The Closing Statement, once agreed upon, ) shall be signed prepared by Sellers in conformity with the provisions of this Agreement and submitted to Purchaser and Sellerfor review not less than three (3) days prior to each Closing Date. The proration For purposes of prorations, Purchaser shall be paid at deemed the owner of the Acquired Assets on the applicable Closing Date for such Acquired Assets. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the following items shall be prorated or adjusted (as the case requires) as of each Closing Date: (a) To the extent covered by Purchaser to an Assignment of Inventory Homes Contract, all deposits held by the applicable Seller (if for any Inventory Homes for which a sales contract is in effect as of the prorations result in a net credit to Seller) or by Seller applicable Closing Date shall be assigned to Purchaser or Purchaser’s designee; and (if b) With respect to the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of Manufactured Home Loans, the Purchase Price will be adjusted as follows: (1) All amounts of principal and interest paid by Borrowers prior to the applicable Closing shall be retained by Seller and Purchaser shall be entitled to receive and retain all amounts of principal and interest paid by Borrowers from and after the applicable Closing Date. Notwithstanding anything in this Agreement to the contrary, the applicable Seller shall remit to Purchaser any payments of interest, principal or other funds related to the Manufactured Home Loans assumed by Purchaser received by Seller after the applicable Closing Date; (2) Purchaser will assume all obligations under the Manufactured Home Loans and all escrow amounts and escrow accounts transferred to Purchaser at the Closing. If applicable Closing (or for which Purchaser receives a credit) in accordance with the actual amounts terms hereof; (3) Purchaser shall receive the amount of the Proration Items all escrow accounts held by Sellers which are not known associated with such Manufactured Home Loans; and (4) All rents received pursuant to any lease to own home transactions will be prorated as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit In the event any prorations or computations made under this Section 5(C)(i) are based on estimates or prove to be incorrect (including but not limited to any adjustment to the Purchase Price based upon the inaccuracy of the Acquisition Price calculation provided by Seller), then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid party from whom it is entitled to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made adjustment on or before April 1 of each year for Closings which occurred the Proration Timeprevious calendar year. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser Except as set forth in the month of Closing this Section 5(C)(i)(c), all prorations shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent duefinal.

Prorations and Adjustments. (a) Seller and Purchaser agree to prorate and/or adjust, Expect as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”)otherwise expressly set forth in this Agreement, the following (collectively, operation of the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits Station and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Sellerthe income and normal operating expenses, including, without limitation, electricityaccrued liabilities and prepaid expenses, water charges attributable thereto through the Valuation Date shall be for the account of Seller and sewer chargesthereafter for the account of Buyer. If there are meters on Expenses for goods or services received both before and after the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Valuation Date, real and personal property Taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer as of the Valuation Date. All special assessments and similar charges or liens imposed against the Station in which event no proration will respect of any period of time through the Valuation Date, whether payable in installments or otherwise, shall be made at the Closing responsibility of Seller, and amounts with respect to utility billssuch special assessments, charges or liens in respect of any period of time after the Valuation Date shall be the responsibility of Buyer, and such charges shall be adjusted as required hereunder. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five Three (53) days prior to the Closing Date, Seller shall estimate in good faith, all apportionments pursuant to this Section 3.6 and shall deliver a per diem adjustment certified statement of its estimates to Buyer (which statement shall be made set forth in reasonable detail the basis for those estimates) (the days between "Estimated Prorations Certificate"). At the meter reading date and Closing, Buyer shall pay to Seller (through an increase in the Closing Date based on the most recent meter reading. Payment), or Seller will be entitled shall pay to all deposits presently Buyer (through a reduction in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before Payment), as the tax rate is fixedcase may be, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than net amount due as a result of the final determination or settlement estimated apportionments (excluding any item that is in dispute) (the "Estimated Prorations"). Within forty-five (45) days after the Closing, Buyer shall deliver to Seller a statement of any tax appeal) for adjustments to Seller's estimate of the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be madeapportionments, and Seller agrees to Buyer shall pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless or Seller shall pay to Buyer, as the case may be, pursuant to Section 3.7 any amount due as a result of the adjustment (or, if there is any dispute, the undisputed amount). If Seller disputes Buyer's determinations, or if at any time after delivery of Buyer's statement of determinations, Buyer or Seller determine that any item included in the apportionments is inaccurate, or that an additional item should be included in the apportionments, the parties shall confer with regard to the matter and an appropriate adjustment and payment shall be made as agreed upon by the parties (or, if they are unable to resolve the matter within 15 days of Seller's receipt of Buyer's statement of adjustments (the "Dispute Date"), they shall within 15 days of the Dispute Date mutually select a firm of independent certified public accountants to resolve the items of disagreement alone, whose decision on the matter shall be made within 30 days of their selection and shall be binding and whose fees and expenses shall be borne by each of Seller and Buyer, proportionately, in an amount equal the amount of such fees and expenses multiplied by a fraction, the numerator of which is the difference (with such difference being deemed in all cases hereunder to be a positive number without regard to whether such refunds are paid difference is a positive or credits are given before or after Closing. Any tax refunds or credits attributable negative amount) between the final determination of the independent accountant and the final position taken by such party upon submission to the tax year in independent accountant and the denominator of which is the difference between the Seller's and Buyer's positions upon submission to the independent accountant. If the amount of Taxes which are to be prorated pursuant to this Section is not known by forty-five (45) days after the Closing occurs Date, then the amount of such Taxes will be estimated as of such date and once the amount of such Taxes is known, Buyer shall be apportioned between pay to Seller, or Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner pay to Buyer, as the refunds and/or credits. The provisions case may be, the net amount due as a result of this Section 10.4(a)(v) shall survive the Closing. (vi) The value actual apportionment of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s suppliersuch Taxes. (b) Seller will be charged Consistent with Sections 6.16, 7.7 and credited for 7.8 herein, all intercompany obligations between the amounts of all Company, on the one hand, and any ACME Entity or its Affiliates (other than the Company), on the other hand, and any of the Proration Items relating other agreements referenced in such Sections or in the Schedules referenced in such Sections shall, with respect to the period up to Company and including the Proration TimeStation, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser have been cancelled prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, and shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of taken into account in the adjustments contemplated by this Section 10.4(b) will survive the Closing for twelve (12) months3.6. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.