Common use of Prorations and Adjustments Clause in Contracts

Prorations and Adjustments. The following shall be prorated and adjusted between Contributor and Acquiror as of the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Value: 12.1. The amount of all security and other tenant deposits, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at Closing; 12.2. Acquiror and Contributor shall divide the cost of any closing escrows hereunder equally between them; 12.3. Subject to Section 13.4 below, and if and to the extent not paid by tenants in the Property, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; 12.4. As of the 12:01 a.m. on the Closing Date, there shall be apportioned between the Contributor (or, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses of the Property to the extent borne by the Contributor or the Contributor Affiliate, as the case may be, rather than by the tenants, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated are not reasonably ascertainable as of the Closing Date, such as tenant chargebacks or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof; 12.5. The Contributor or the Contributor Affiliate, as the case may be, shall be reimbursed for all, if any, reserves, escrows and deposits maintained under the Northern Property Indebtedness encumbering the Property and assigned to the UPREIT, which reimbursement shall increase the value of the contribution deemed made by Contributor and the number of the LP Units issuable to Contributor shall be correspondingly increased; and 12.6. Contributor shall be responsible for all bills and invoices for labor, goods, material and services of any kind relating to the Property and accruing or due on or before the Closing Date, if and to the extent that tenants are not liable for such costs and such costs and charges under the Leases, which amounts shall be based on the most currently available billing information and shall be reprorated upon issuance of final invoices. In the event of a discrepancy between the Closing Statement and the prorations described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, the UPREIT shall be deemed to be the indirect owner of the Contributor’s or the Contributor Affiliate’s, as the case may be, interest in the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire 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 UPREIT Agreement), and the amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be prorated accordingly. The terms of this Section 12 shall survive the Closing indefinitely and shall not merge into any conveyancing documents delivered at Closing.

Prorations and Adjustments. The following shall be prorated and adjusted between Contributor and Acquiror as of the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Value: 12.113.1. The amount of all security and other tenant deposits, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at Closing; 12.213.2. Acquiror and Contributor shall divide the cost of any closing escrows hereunder equally between them; 12.313.3. Subject to Section 13.4 below, and if and to the extent not paid by tenants in the PropertyProject, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; 12.413.4. As of the 12:01 a.m. on the Closing Date, there shall be apportioned between the Contributor (or, at Contributor’s direction, Contributor POP Affiliate formerly owning, whether fully or in part, an interest in the PropertyProject) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor POP Property Indebtedness encumbering the PropertyProject, (iii) taxes, insurance and operating expenses of the Property Project to the extent borne by the Contributor or the Contributor POP Affiliate, as the case may be, rather than by the tenants, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor POP Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property properties in the respective jurisdictions in which the Property Project is located. Any amounts due pursuant to this Section 12.4 13.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated are not reasonably ascertainable as of the Closing Date, such as tenant chargebacks or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof; 12.513.5. The Contributor or the Contributor POP Affiliate, as the case may be, shall be reimbursed for all, if any, reserves, escrows and deposits maintained under the Northern POP Property Indebtedness encumbering the Property Project and assigned to the UPREIT, which reimbursement shall increase the value of the contribution deemed made by Contributor and the number of the LP Units issuable to Contributor shall be correspondingly increased; and 12.613.6. Contributor shall be responsible for all bills and invoices for labor, goods, material and services of any kind relating to the Property Project and accruing or due on or before the Closing Date, if and to the extent that tenants are not liable for such costs and such costs and charges under the Leases, which amounts shall be based on the most currently available billing information and shall be reprorated upon issuance of final invoices. In the event of a discrepancy between the Closing Statement and the prorations described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, the UPREIT shall be deemed to be the indirect owner of the Contributor’s or the Contributor POP Affiliate’s, as the case may be, interest in the PropertyProject, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire 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 UPREIT Agreement), and the amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be prorated accordingly. The terms of this Section 12 13 shall survive the Closing indefinitely and shall not merge into any conveyancing documents delivered at Closing.

Prorations and Adjustments. The following shall be prorated and adjusted between Contributor and Acquiror as of the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Value: 12.1. The amount of all security and other tenant deposits, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at Closing; 12.2. Acquiror and Contributor shall divide the cost of any closing escrows hereunder equally between them; 12.3. Subject to Section 13.4 below, and if and specified: Except to the extent not paid by tenants otherwise expressly provided in this Agreement, with respect to apportionments hereunder for the Deereco and Atrium Projects, all matters that were described in the Property, water, electricity, sewer, gas, telephone contract of sale for the Deereco and other utility charges based, Atrium Projects by which Contributor acquired the limited liability company interests in Deereco and Atrium (the "DEERECO/ATRIUM CONTRACT") as matters to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; 12.4. As of the 12:01 a.m. on the Closing Date, there shall be apportioned between the Contributor (or, seller and purchaser at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due Closing under the Deereco/Atrium Contract, shall be similarly apportioned between Contributor Property Indebtedness encumbering and Acquiror at the Property, (iii) taxes, insurance and operating expenses closing hereunder in accordance with the provisions of the Property Deereco/Atrium Contract. Except to the extent borne by the Contributor or the Contributor Affiliateotherwise expressly provided in this Agreement, as the case may be, rather than by the tenants, (iv) payments with respect to apportionments hereunder for the items listed ▇▇▇▇▇'▇ Wharf Project, all matters that were described in the preceding clause contract of sale for the ▇▇▇▇▇'▇ Wharf Project by which Contributor acquired the limited liability company interests in ▇▇▇▇▇'▇ Wharf (iiithe "▇▇▇▇▇'▇ WHARF CONTRACT") that are received from tenants as matters to be apportioned between the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, seller and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash purchaser at the Closing. To closing under the extent that the amount of the items to be prorated are not reasonably ascertainable as of the Closing Date, such as tenant chargebacks or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof; 12.5. The Contributor or the Contributor Affiliate, as the case may be▇▇▇▇▇'▇ Wharf Contract, shall be reimbursed for all, if any, reserves, escrows similarly apportioned between Contributor and deposits maintained under Acquiror at the Northern Property Indebtedness encumbering Closing hereunder in accordance with the Property and assigned to the UPREIT, which reimbursement shall increase the value provisions of the contribution deemed made by Contributor and the number ▇▇▇▇▇'▇ Wharf Contract. 17.1. Distributions in respect of the LP Units issuable acquired by the LP Unit Recipients shall begin to Contributor 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 the amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be correspondingly increased; andprorated accordingly; 12.617.2. Contributor Such other items that are customarily prorated in transactions of this nature shall be responsible for all bills and invoices for labor, goods, material and services of any kind relating to the Property and accruing or due on or before the Closing Date, if and to the extent that tenants are not liable for such costs and such costs and charges under the Leases, which amounts shall be based on the most currently available billing information and shall be reprorated upon issuance of final invoices. In the event of a discrepancy between the Closing Statement and the prorations described above, the Closing Statement shall govern in all eventsratably prorated. For purposes of calculating prorations, the UPREIT Acquiror shall be deemed to be in title to the indirect owner of the Contributor’s or the Contributor Affiliate’s, as the case may be, interest in the PropertyProject, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Bills received after the 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 Bills received by the LP Unit Recipients shall begin to accrue from and Contributor after the Closing Date (notwithstanding the fact that such date may not be the applicable record date under the UPREIT Agreement)relate to expenses incurred, and the amount of distributions paid services performed or to be paid other amounts allocable to the LP Unit Recipients for any quarter period on or after the Closing Date, shall be prorated accordingly. The terms of this Section 12 shall survive paid, in cash, by the Closing indefinitely Acquiror, to the extent due and shall not merge into any conveyancing documents delivered at Closingowing.

Prorations and Adjustments. The following (a) Subject to the LMA (as applicable), 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 adjusted between Contributor and Acquiror Seller in accordance with accounting principles generally accepted in the United States (“GAAP”) as of the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Value: 12.1. The amount of all security and other tenant deposits, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at Closing; 12.2. Acquiror and Contributor shall divide the cost of any closing escrows hereunder equally between them; 12.3. Subject to Section 13.4 below, and if and to the extent not paid by tenants in the Property, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; 12.4. As of the 12:01 a.m. on the day of Closing Date(the “Effective Time”). Such prorations shall include without limitation 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 Buyer is assuming hereunder, any vacation for Transferred Employees (defined below) (except accruals for the fiscal 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 Stations’ deposits and prepaid expenses. Sales commissions related to the sale of advertisements broadcast on the Stations prior to Closing or commencement of the LMA, as applicable, shall be the responsibility of Seller, and sales commissions related to the sale of advertisements broadcast on the Stations after Closing or commencement of the LMA, as applicable, shall be the responsibility of Buyer. (b) With respect to trade, barter or similar agreements for the sale of time for goods or services (“Barter”) 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 apportioned between no proration or adjustment, unless the Contributor (or, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully negative or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses positive Barter balance of the Property to the extent borne by the Contributor or the Contributor AffiliateStations as an aggregate exceeds $35,000 per Station, as the case may be, rather than by the tenants, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated are not reasonably ascertainable as of the Closing Date, event such as tenant chargebacks excess or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof; 12.5. The Contributor or the Contributor Affiliatedeficiency, as the case may be, shall be reimbursed treated either as prepaid time sales or a receivable of Seller, and adjusted for allas a proration in Buyer’s or Seller’s favor, if anyas applicable. In determining Barter balances, reserves, escrows and deposits maintained under the Northern Property Indebtedness encumbering the Property and assigned to the UPREIT, which reimbursement value of air time shall increase be based upon the value of the contribution deemed made by Contributor and the number of the LP Units issuable to Contributor shall be correspondingly increased; and 12.6. Contributor shall be responsible for all bills and invoices for labor, goods, material goods and services of any kind relating provided, and goods and services shall include those to be received by the Property and accruing or due on or Stations after Closing plus those received by the Stations before the Closing Date, if and to the extent that tenants are not liable for such costs conveyed by Seller to Buyer as a part of the Station Assets. (c) 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 such costs and charges under good faith estimate of the LeasesAdjustment Amount (defined below) as of Closing (the “Preliminary Adjustment Report”). As used herein, the “Adjustment Amount” means the net amount by which amounts 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 based reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the most currently available billing information and Preliminary Adjustment Report is a charge to Buyer, then the Purchase Price payable at Closing shall be reprorated upon issuance increased by the amount of final invoicessuch preliminary Adjustment Amount. In For a period of ninety (90) days after Closing, Seller and its auditors and Buyer and its auditors may review the event of a discrepancy between the Closing Statement Preliminary Adjustment Report and the prorations described aboverelated books and records of Seller with respect to the Stations, and Buyer and Seller will in good faith seek to reach agreement on the Closing Statement final Adjustment Amount. If agreement is reached within such 90-day period, then promptly thereafter Seller shall govern in all events. For purposes of calculating prorations, the UPREIT pay to Buyer or Buyer shall be deemed pay to be the indirect owner of the Contributor’s or the Contributor Affiliate’sSeller, as the case may be, interest an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the PropertyPreliminary Adjustment Report. If agreement is not reached within such 90-day period, then the dispute resolutions of 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 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 Adjustment Amount, and therefore entitled each shall make available to the income therefrom Arbitrating Firm any books and responsible for the expenses thereof, for the entire Closing Date. Bills received after Closing that relate to expenses incurred, services performed or other amounts allocable records and work papers relevant to the period prior preparation of the Arbitrating Firm’s computation of the Adjustment Amount. The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) 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 (defined below) 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 final and binding on the parties. Within five (5) calendar days after the Arbitrating Firm delivers to the Closing Date parties its written determination of the Adjustment Amount, Seller shall be paidpay to Buyer, in cashor Buyer shall pay to Seller, by Contributoras the case may be, an amount equal to the extent due difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and owing. Distributions (ii) the preliminary Adjustment Amount indicated in respect the Preliminary Adjustment Report. (e) If the Arbitrating Firm’s determination of the LP Units acquired by Adjustment Amount is within the LP Unit Recipients Mid-Range, then Seller and Buyer shall begin each pay one-half of the fees and disbursements of the Arbitrating Firm in connection with its analysis. If not, then (i) if the Arbitrating Firm determines that the written position of Buyer concerning the Adjustment Amount is closer to accrue from its own determination, then Seller shall pay the fees and after disbursements of the Closing Date Arbitrating Firm in connection with its analysis, or (notwithstanding ii) if the fact Arbitrating Firm determines that such date may not be the applicable record date under written position of Seller concerning the UPREIT Agreement)Adjustment Amount is closer to its own determination, then Buyer shall pay the fees and disbursements of the amount Arbitrating Firm in connection with its analysis. As used herein, the term “Mid-Range” means a range that (i) equals twenty percent (20%) of distributions paid or to be paid the absolute difference between the written positions of Buyer and Seller as to the LP Unit Recipients for any quarter shall be prorated accordingly. The terms Adjustment Amount and (ii) has a midpoint equal to the average of this Section 12 shall survive the Closing indefinitely such written positions of Buyer and shall not merge into any conveyancing documents delivered at ClosingSeller.

Prorations and Adjustments. The following shall be prorated and adjusted between Contributor Seller and Acquiror Purchaser as of the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Valuespecified: 12.1. The amount of all security and other tenant depositsdeposits which are actually held by Seller, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at Closing;Purchaser. 12.2. Acquiror Purchaser and Contributor Seller shall divide the cost of any ▇▇▇▇▇▇▇ money and closing escrows hereunder equally between them;them (except for any escrow established solely to accommodate Purchaser's lender, if any, and for any incremental cost of such lender's participation in any escrow established by the parties). 12.3. Subject to Section 13.4 below, and if and to To the extent not paid by tenants in the Propertybilled directly to tenants, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices. If Seller is unable to secure final meter readings as of Closing, orthe adjustments shall be based on readings dated not more than ten (10) days prior to Closing, in and the event unfixed meter charges based thereon for the intervening period shall be apportioned on the basis of such last reading. 12.4. Amounts paid or payable under those of the Existing Contracts assigned by Seller to Purchaser at Closing shall be prorated. 12.5. To the extent not payable by tenants directly to the taxing authority, all accrued general real estate, personal property and ad valorem taxes for the current year applicable to the Project shall be prorated on an accrual basis, utilizing actual final readings and invoices tax bills, if available prior to Closing. If such bills are not available, based then such taxes shall be prorated on the basis of the most currently available billing informationtax bills for the Project. 12.6. All assessments, and reprorated upon issuance of final utility bills; 12.4. As of the 12:01 a.m. on the Closing Dategeneral or special, there shall be apportioned between the Contributor (or, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses of the Property to the extent borne by the Contributor or the Contributor Affiliate, as the case may be, rather than by the tenants, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated are not reasonably ascertainable as of the Closing Date, such as tenant chargebacks with Seller being responsible for any installments of assessments which are due prior to the Closing Date and Purchaser being responsible for any installments of assessments which are due on or collections for tenant reimbursementsafter the Closing Date. 12.7. All base rents and other charges, they including, without limitation, all additional rent, shall be adjusted promptly after prorated at Closing if and to the determination extent received by Seller in the calendar month in which Closing occurs. All base rent paid following the Closing Date by any tenant of the amount thereof; 12.5Project who is indebted under a lease for base rent for any period prior to and including the Closing Date shall be deemed a "POST-CLOSING RECEIPT" until such time as all such indebtedness is paid in full. The Contributor Post-Closing Receipts for each tenant (whether collected by Seller or Purchaser) shall be allocated as follows: (a) first, to Purchaser and Seller (on a prorated basis) to pay any rent owing from such tenant for the Contributor Affiliatemonth in which Closing occurs; (b) second, to Purchaser to pay any rent then owing from such tenant to Purchaser; and (iii) third, to Seller to pay any rent owing from such tenant to Seller for the period prior to Closing; provided, however, that any and all Post-Closing Receipts received more than one hundred eighty (180) days after Closing shall be the property of Purchaser, except for Post-Closing Receipts received by Seller pursuant to any legal action initiated prior to one hundred eighty (180) days after Closing, which shall continue to be allocated between the parties pursuant to the terms of this sentence. Within ten (10) days following each receipt by Purchaser or Seller of a Post-Closing Receipt, Purchaser or Seller, as the case may be, shall be reimbursed for all, if any, reserves, escrows and deposits maintained under the Northern Property Indebtedness encumbering the Property and assigned pay such Post-Closing Receipt to the UPREIT, which reimbursement shall increase other party to the value extent owing pursuant to the terms of the contribution deemed made by Contributor preceding sentence. Seller shall be entitled to pursue any and all actions at law or in equity to collect any delinquent rents owing to Seller as well as any other sums owing to Seller from such tenant pursuant to the terms of its Lease; provided, however, that Seller shall not be entitled to pursue any action to evict such tenant or otherwise terminate such tenant's Lease. Each of Seller and Purchaser retains the right to conduct an audit, at reasonable times and upon reasonable notice, of the other's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and, in the event the auditing party verifies that more than ten percent (10%) of any Post-Closing Receipts have been misallocated for the benefit of the non-auditing party, the non-auditing party shall pay to the auditing party said additional Post-Closing Receipts and the number reasonable cost of performing the auditing party's audit. This SECTION 12.7 shall survive the Closing and the delivery and recording of the LP Units issuable to Contributor shall be correspondingly increased; anddeed for a period of eighteen (18) months. 12.612.8. Contributor shall be responsible Commissions of leasing and rental agents and tenant improvement allowances for all bills and invoices for labor, goods, material and services of any kind Leases (other than New Leases) relating to the Property base lease term or any renewal term that is pending as of the Contract Date shall be paid in full at or prior to Closing by Seller, without contribution or proration from Purchaser (any such commissions or tenant improvements allowances, "SELLER'S COMMISSIONS"). Commissions of leasing and accruing rental agents and tenant improvement allowances for (x) any renewals (other than renewals pending as of the Contract Date) or due expansions of any Lease that are either listed on SCHEDULE 12.8 attached hereto or set forth in any Lease, and (y) any New Leases shall be the sole responsibility of Purchaser, without contribution or proration from Seller (any such commissions or tenant improvements allowances, "PURCHASER'S COMMISSIONS"). Seller hereby agrees to and does indemnify, protect and defend and hold harmless Purchaser, and its successors and assigns (the "PURCHASER'S INDEMNIFIED PARTIES"), from and against all losses, claims, costs, expenses and damages (including, but not limited to, reasonable fees of counsel and court costs) (collectively, "LOSSES") that the Purchaser's Indemnified Parties may actually suffer and incur as a direct result of (i) the failure by Seller to timely pay or discharge any of the Seller's Commissions; and (ii) any commissions owing to leasing and rental agents and tenant improvement allowances for any renewals (other than renewals pending as of the Contract Date) or the expansions of any Lease that are not either identified on SCHEDULE 12.8, identified in any Lease or actually known to Purchaser on or before prior to Closing. Purchaser agrees to and does hereby indemnify, protect and defend and hold harmless Seller, and its successors and assigns (the "SELLER'S INDEMNIFIED PARTIES"), from and against all Losses that the Seller's Indemnified Parties may actually suffer or incur as a direct result of the failure by Purchaser to timely pay or discharge any of the Purchaser's Commissions. The terms of this SECTION 12.8 shall survive the Closing Date, if and to the extent delivery of any conveyance documentation. 12.9. Such other items that tenants are not liable for such costs and such costs and charges under the Leases, which amounts customarily prorated in transactions of this nature shall be based ratably prorated. Except as provided in SECTION 12.7, any and all prorations made pursuant to this Agreement on the most currently available billing information and shall be reprorated upon issuance of final invoices. In the event of a discrepancy between the Closing Statement and the prorations described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, the UPREIT shall be deemed to be the indirect owner of the Contributor’s or the Contributor Affiliate’s, as the case may be, interest in the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire 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 UPREIT Agreement), and the amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be prorated accordingly. The terms of this Section 12 shall survive the Closing indefinitely and shall not merge into any conveyancing documents delivered at Closingdeemed final.

Prorations and Adjustments. (a) The following shall be prorated and adjusted between Contributor Seller and Acquiror Purchaser as of the day of the Closing based on the periods to which they relate and are applicable (regardless of when payable), except as otherwise specified: (i) Non-delinquent general real estate, personal property and ad valorem taxes and assessments, and any improvement or other bonds encumbering the Property, for the 2013 Calendar Year (and that are payable in 2014), and any other assessments payable for 2013 and prior years to any quasi-public or private association, including, without limitation, amounts payable under that certain Exclusion and Service Agreement respecting the Countrydale Metropolitan District. (ii) Non-delinquent utility charges, if any, and such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (iii) Rent and other charges under the Leases shall be prorated. Rents and other charges under the Leases which are unpaid or delinquent as of the Closing Dateshall not be prorated, except and rents and other amounts received by Purchaser after the Closing from a tenant owing such delinquent rent or other charges shall be applied (A) first, to rents due from such tenant for the month in which such payment is received by Purchaser; (B) second, to rents attributable to any period after the Closing which are past due on the date of receipt; and (C) finally, to rents and other charges delinquent as otherwise specified 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 prorations delinquent rents by continuing to ▇▇▇▇ tenants for any delinquent rents (provided, however, that Purchaser shall be subject have no obligation to terminate the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order Lease or to calculate the Gross Asset Value:institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent rents). 12.1. (iv) The amount of all unapplied security and other tenant deposits, and interest due thereon, if any, deposits under the Leases shall be credited to Acquiror or paid to Acquiror at Closing; 12.2. Acquiror and Contributor shall divide the cost of Purchaser; provided, however, that if any closing escrows hereunder equally between them; 12.3. Subject to Section 13.4 below, and if and to the extent not paid by tenants tenant security deposit is in the Property, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance form of final utility bills; 12.4. As a letter of the 12:01 a.m. on the Closing Datecredit, there shall be apportioned between no credit against the Contributor (or, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses of the Property to the extent borne by the Contributor or the Contributor Affiliate, as the case may be, rather than by the tenants, (iv) payments 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 items listed in the preceding clause (iii) documents executed by Seller that are received from tenants 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 extent prepaid (including all security deposits) or paid in arrears issuing bank so that the same can be processed and transferred to the Contributor or the Contributor Affiliate, as the case may be, and Purchaser. (v) other matters customarily prorated 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 substantial commercial real estate transactions involving office Property in connection with the respective jurisdictions in which current term of all of the Property is located. Any amounts due pursuant Leases entered into on or before May 22, 2013, and those remaining to this Section 12.4 shall be paid in cash at the Closingare 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 extent of such credit, be responsible for the same after the Closing. Purchaser shall be 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 extensions, renewals or expansions by any tenants after May 22, 2013, to the extent the amount of such commissions and tenant improvement costs were disclosed to Purchaser in writing prior to the items to be prorated are not reasonably ascertainable as expiration of the Closing DateDue Diligence Period or otherwise approved by Purchaser in 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 as tenant chargebacks improvement costs and leasing commissions are disclosed in Exhibit S attached hereto or collections for tenant reimbursementsare otherwise hereafter approved (or deemed approved) by Purchaser pursuant to Section 10(a). At Closing, they Purchaser will pay to Seller (or the credit from Seller to Purchaser shall be adjusted promptly 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 determination Effective Date and prior to Closing pursuant to the 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), and only to the extent such amounts were disclosed to Purchaser in writing and approved (or deemed approved) by Purchaser pursuant to Section 10(a), plus (y) an amount thereof;equal to any leasing commissions and tenant improvement costs disclosed on Exhibit S that are paid by Seller to Closing. 12.5. The Contributor or the Contributor Affiliate, as the case may be, (vi) Purchaser shall be reimbursed entitled to a credit against the Purchase Price at Closing for allany and all remaining abated rent after Closing, if any, reserves, escrows reflected on Exhibit G attached hereto. (vii) Purchaser shall be credited at Closing for all unsatisfied amounts under all capital contracts and deposits maintained under the Northern Property Indebtedness encumbering the Property and assigned contracts pertaining to works of improvement entered into by Seller prior to the UPREIT, which reimbursement shall increase the value date of the contribution deemed made by Contributor and the number of the LP Units issuable to Contributor shall be correspondingly increased; and 12.6. Contributor shall be responsible for all bills and invoices for labor, goods, material and services of any kind relating this Agreement with respect to the Property and accruing or due including, without limitation, the costs identified on or before the Closing Date, if and to the extent that tenants are not liable Exhibit O attached hereto. Seller shall remain responsible for satisfying any of such costs and such costs and charges under the Leases, which amounts shall were not credited (but were supposed to be based on the most currently available billing information and shall be reprorated upon issuance of final invoices. In the event of a discrepancy between the Closing Statement and the prorations described above, the Closing Statement shall govern in all events. credited) to Purchaser at Closing. (b) For purposes of calculating prorations, the UPREIT Purchaser shall be deemed to be the indirect owner of the Contributor’s or the Contributor Affiliate’s, as the case may be, interest in title to the Property, and therefore and, therefore, entitled to the income therefrom and responsible for the expenses thereof, thereof for the entire day upon which the Closing Dateoccurs. Bills received All such prorations shall be made on the basis of the actual 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 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 that relate 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 expenses incurredcooperate 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, services performed or other amounts allocable 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 period prior to 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 Date shall be paidfor any amounts that the tenants under Leases overpaid during 2012, in cash, by Contributor, but only to the extent due and owing. Distributions in such amounts have not been paid to such tenants prior to Closing or credited to such tenants' rent obligations attributable to any period accruing prior to Closing (with respect of to any such amounts that have been paid to tenants prior to Closing or credited to such tenants' rent obligations, Purchaser shall be entitled to written evidence thereof reasonably satisfactory to Purchaser confirming 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 UPREIT Agreementsame), and Seller is entitled to any amounts (if, and when, received from the amount of distributions paid or tenants) that tenants under the Leases underpaid during 2012 (and, with respect to be paid any such amounts payable to the LP Unit Recipients 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 tenant owing any quarter shall be prorated accordingly. The terms of this Section 12 shall survive the Closing indefinitely and shall not merge into any conveyancing documents delivered at Closing.such amounts);

Prorations and Adjustments. The For the purposes of determining FAV in accordance with Section 2.1 of this Agreement, the following shall be prorated and adjusted between Contributor FLIP, on the one hand, and Acquiror the Company, on the other hand, as of 12:00 a.m. on the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Valuespecified: 12.1. (a) The amount of all security and other tenant Tenant deposits, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at Closingthe Company; 12.2. Acquiror (b) The Company and Contributor FLIP shall divide the cost of any closing escrows hereunder equally between them; 12.3. Subject to Section 13.4 below, and if and to (c) To the extent such charges are not paid by tenants in the Propertybilled directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; 12.4. As of (d) Amounts paid or payable under any contracts assumed by the 12:01 a.m. on Company in the Closing Date, there Merger (the "Contracts") shall be apportioned between the Contributor (orprorated based, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses of the Property to the extent borne by the Contributor or the Contributor Affiliatepracticable, as the case may beon final invoices or, rather than by the tenants, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated event final invoices are not reasonably ascertainable as of the Closing Dateavailable, such as tenant chargebacks or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof; 12.5. The Contributor or the Contributor Affiliate, as the case may be, shall be reimbursed for all, if any, reserves, escrows and deposits maintained under the Northern Property Indebtedness encumbering the Property and assigned to the UPREIT, which reimbursement shall increase the value of the contribution deemed made by Contributor and the number of the LP Units issuable to Contributor shall be correspondingly increased; and 12.6. Contributor shall be responsible for all bills and invoices for labor, goods, material and services of any kind relating to the Property and accruing or due on or before the Closing Date, if and to the extent that tenants are not liable for such costs and such costs and charges under the Leases, which amounts shall be based on the most currently available billing information information, and shall be reprorated upon issuance of final invoices; (e) All real estate, personal property and ad valorem taxes applicable to the FLIP Properties and levied with respect to calendar year 1997 (or 1998, if the Closing occurs in 1998) shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for those FLIP Properties for 1996 (or 1997 if available) adjusted for any announced changes in rates of taxation. In Prior to or at Closing, FLIP shall pay or have paid all Tax Bills that are due and payable prior to or on the event Closing Date and shall furnish evidence of such payment to the Company and the Title Company. The taxes to be prorated (i.e., county, school, city) for each FLIP Property and the billing and accrual schedule for each such tax are set forth in Schedule 12(e) to the MCA; (f) All assessments, general or special, shall be prorated as of the Closing Date on a discrepancy "due date" basis such that FLIP shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and the Company shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (g) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date (which are set forth on Schedule 9(a)(x) to the MCA with respect to the FLIP Properties) that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by FLIP, without contribution or proration from the Company; (h) All Base Rents and other charges actually received, including, without limitation, all Additional Rent, shall be prorated at Closing. At the time(s) of final calculation and collection from Tenants of Additional Rent for 1997, there shall be a re-proration between the Closing Statement Company and FLIP as to Additional Rent adjustments, which re-proration shall be paid upon the prorations described aboveCompany's presentation of its final accounting to FLIP, certified as to accuracy by the Closing Statement Company. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall govern be prorated in all eventsfavor of FLIP; and (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For purposes of calculating prorationsProrations, the UPREIT Company shall be deemed to be in title to the indirect owner of the Contributor’s or the Contributor Affiliate’s, as the case may be, interest in the PropertyFLIP Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. Bills received after Closing All such prorations shall be made on the basis of the actual number of days of the year and month that relate to expenses incurred, services performed or other amounts allocable to the period prior to shall have elapsed as of 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 UPREIT Agreement), and the amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be prorated accordingly. The terms of this Section 12 shall survive the Closing indefinitely and shall not merge into any conveyancing documents delivered at ClosingDate.

Prorations and Adjustments. The following shall be prorated and adjusted between Contributor and Acquiror as of the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Valuespecified: 12.117.1. The amount of all security and other tenant deposits, and interest due thereon, if any, the unspent reserve account established under the Government Lease (which amount equals $21,710.81 as of the Contract Date) shall be credited reimbursed to Acquiror or paid to Acquiror at ClosingAcquiror; 12.217.2. Acquiror and Contributor shall divide the cost of any closing escrows hereunder transfer taxes or recording charges, if any, equally between them, and Contributor shall reimburse Acquiror in the amount of sales taxes that are due and payable as a result of the transfer of the Personal Property and/or the Inventory, if any. Each party's respective obligations to pay or reimburse such taxes shall survive the Closing; 12.317.3. Subject to Section 13.4 below, and if and to the extent not paid by tenants in the Property, waterWater, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; 12.417.4. As of the 12:01 a.m. on the Closing Date, there Amounts paid or payable under any Assigned Contracts shall be apportioned between the Contributor (orprorated based, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses of the Property to the extent borne by the Contributor or the Contributor Affiliatepracticable, as the case may beon final invoices, rather than by the tenantsor, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated event final invoices are not reasonably ascertainable as of the Closing Date, such as tenant chargebacks or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof; 12.5available. The Contributor or the Contributor Affiliate, as the case may be, shall be reimbursed for all, if any, reserves, escrows and deposits maintained under the Northern Property Indebtedness encumbering the Property and assigned to the UPREIT, which reimbursement shall increase the value of the contribution deemed made by Contributor and the number of the LP Units issuable to Contributor shall be correspondingly increased; and 12.6. Contributor shall be responsible for all bills and invoices for labor, goods, material and services of any kind relating to the Property and accruing or due on or before the Closing Date, if and to the extent that tenants are not liable for such costs and such costs and charges under the Leases, which amounts shall be based on the most currently available billing information information, and shall be reprorated upon issuance of final invoices; 17.5. In All real estate, personal property and ad valorem taxes applicable to the event Real Property and levied with respect to tax year 1998 shall be prorated as of the Closing Date (but not any delinquent charges or interest, all of which shall be paid by Contributor), utilizing the actual final Tax Bills for those Real Property. Prior to or at the Closing, Contributor 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 Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing; 17.6. All assessments, general or special, shall be prorated as of the Closing Date on a discrepancy "due date" basis such that Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; 17.7. Commissions of leasing and rental agents for the Government Lease entered into as of or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to the Closing by Contributor, without contribution or proration from Acquiror, except (i) those commissions set forth on Schedule 15.1.8 which become due on or before December 31, 1998, which commissions shall be prorated, and (ii) those commissions set forth on Schedule 15.1.8 which become due after December 31, 1998, which commissions shall be paid by Acquiror when and if due; 17.8. The amount of any payments to be made by the Government between the Closing Statement Date and December 31, 1998 on account of tenant improvement work performed by Contributor shall be reimbursed by Acquiror to Contributor at Closing (based on an amount of $8,604.50 per month, which amount shall be $25,813.50); 17.9. All Base Rents and other charges, including, without limitation, all Additional Rent, shall be prorated as of the Closing Date. At the time(s) of final calculation and collection from Government of Additional Rent for 1998, there shall be a re-proration between Contributor and Acquiror as to Additional Rent adjustments, with such re-prorations being payable to the appropriate recipient in cash. Such re-proration shall be paid upon Acquiror's presentation of its final accounting to Contributor, certified as to accuracy by Acquiror. At the Closing, no "Delinquent Rents" (rents or other charges that are due as of the Closing) shall be prorated in favor of Contributor. The parties' respective obligations to reprorate Additional Rent shall survive the Closing. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to Contributor from Government, but Acquiror shall not be required to ▇▇▇ Government. All rents and other charges received by (or for the benefit of) Acquiror from Government after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Acquiror (with respect to those obligations accruing subsequent to the Closing Date), and any excess shall be delivered to Contributor, but only to the extent of amounts in default and owed to, and for the benefit of, Contributor for the period prior to the Closing Date. In no event, however, shall any sums be paid to Contributor to the extent Contributor have been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder; 17.10. 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 the prorations amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be prorated accordingly; 17.11. The Contribution Consideration and the Purchase Price (as defined in the NELPP Agreement), each of which reflect the value that Contributor and Acquiror and NELPP and Acquiror, respectively, place upon Contributor's interest in the Real Property and NELPP's interest in the Real Property, respectively, as of the Contract Date, shall be adjusted to give effect to all of the applicable terms and conditions of the Ground Lease and the Existing Loan Documents. The purpose of the foregoing adjustment, which Contributor and Acquiror agree is required by virtue of the Ground Lease and the Existing Loan Documents, is to ensure that the value of Contributor's interest in the Real Property is accurately reflected as of the Closing Date. Notwithstanding the foregoing, in no event shall the sum of the Contribution Consideration and the Purchase Price as of the Closing Date exceed the sum of the Contribution Consideration and the Purchase Price as of the Contract Date. Following the adjustment described abovein this Section 17.11 and the consummation of the transaction contemplated hereby, Acquiror shall have no obligation to Contributor for any sum due under, or in connection with, the Closing Statement Ground Lease or the Existing Loan Documents. 17.12. Such other items that are customarily prorated in transactions of this nature shall govern in all eventsbe ratably prorated. For purposes of calculating prorations, the UPREIT Acquiror shall be deemed to be in title to the indirect owner of the Contributor’s or the Contributor Affiliate’s, as the case may be, interest in the Real Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Bills received after the 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 Bills received by the LP Unit Recipients shall begin to accrue from and Contributor after the Closing Date (notwithstanding the fact that such date may not be the applicable record date under the UPREIT Agreement)relate to expenses incurred, and the amount of distributions paid services performed or to be paid other amounts allocable to the LP Unit Recipients for any quarter period on or after the Closing Date, shall be prorated accordingly. The terms of this Section 12 shall survive paid, in cash, by the Closing indefinitely Acquiror, to the extent due and shall not merge into any conveyancing documents delivered at Closingowing.

Prorations and Adjustments. The following shall be prorated and adjusted between Contributor the ▇▇▇▇▇▇▇ Contributor, on the one hand, and Acquiror and the Company, on the other hand, as of 12:00 a.m. on the Closing Date, except as otherwise specified and any such prorations shall be subject to the requirement that they not be duplicative of any of the calculations required under the Master Agreement in order to calculate the Gross Asset Valuespecified: 12.1. (a) The amount of all security and other tenant Tenant deposits, and interest due thereon, if any, shall be credited to Acquiror or paid to Acquiror at ClosingAcquiror; 12.2. (b) Acquiror and the ▇▇▇▇▇▇▇ Contributor shall divide the cost of any closing escrows hereunder equally between them; 12.3. Subject to Section 13.4 below, and if and to (c) To the extent such charges are not paid by tenants in the Propertybilled directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; 12.4. As of the 12:01 a.m. on the Closing Date, there (d) Amounts paid or payable under any Assigned Contracts shall be apportioned between the Contributor (orprorated based, at Contributor’s direction, Contributor Affiliate formerly owning, whether fully or in part, an interest in the Property) and the UPREIT (i) rent under all Leases, (ii) accrued and unpaid interest (and principal, if applicable) due under the Contributor Property Indebtedness encumbering the Property, (iii) taxes, insurance and operating expenses of the Property to the extent borne by the Contributor or the Contributor Affiliatepracticable, as the case may beon final invoices or, rather than by the tenants, (iv) payments with respect to the items listed in the preceding clause (iii) that are received from tenants to the extent prepaid (including all security deposits) or paid in arrears to the Contributor or the Contributor Affiliate, as the case may be, and (v) other matters customarily prorated in substantial commercial real estate transactions involving office Property in the respective jurisdictions in which the Property is located. Any amounts due pursuant to this Section 12.4 shall be paid in cash at the Closing. To the extent that the amount of the items to be prorated event final invoices are not reasonably ascertainable as of the Closing Dateavailable, such as tenant chargebacks or collections for tenant reimbursements, they shall be adjusted promptly after the determination of the amount thereof; 12.5. The Contributor or the Contributor Affiliate, as the case may be, shall be reimbursed for all, if any, reserves, escrows and deposits maintained under the Northern Property Indebtedness encumbering the Property and assigned to the UPREIT, which reimbursement shall increase the value of the contribution deemed made by Contributor and the number of the LP Units issuable to Contributor shall be correspondingly increased; and 12.6. Contributor shall be responsible for all bills and invoices for labor, goods, material and services of any kind relating to the Property and accruing or due on or before the Closing Date, if and to the extent that tenants are not liable for such costs and such costs and charges under the Leases, which amounts shall be based on the most currently available billing information information, and shall be reprorated upon issuance of final invoices. In ; (e) All real estate, personal property and ad valorem taxes applicable to the event of a discrepancy between Properties and levied with respect to calendar year 1997 (or 1998, if the Closing Statement occurs in 1998) shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for those Properties for 1996 (or 1997 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, the ▇▇▇▇▇▇▇ Contributor 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 Acquiror and the prorations described aboveTitle Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The ▇▇▇▇▇▇▇ Contributor shall also be obligated to reprorate real estate taxes with respect to the FLIP Properties after the Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Schedule 12(e); (f) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the ▇▇▇▇▇▇▇ Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (g) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date (which are set forth on Schedule 9(a)(x)) that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the ▇▇▇▇▇▇▇ Contributor, without contribution or proration from Acquiror; (h) All Base Rents and other charges actually received, including, without limitation, all Additional Rent, shall be prorated at Closing. At the time(s) of final calculation and collection from Tenants of Additional Rent for 1997, there shall be a re-proration between Acquiror and the ▇▇▇▇▇▇▇ Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the ▇▇▇▇▇▇▇ Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The ▇▇▇▇▇▇▇ Contributor shall also be obligated to re-prorate Additional Rents (as defined in the Merger Agreement) with respect to the FLIP Properties after the Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the ▇▇▇▇▇▇▇ Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the ▇▇▇▇▇▇▇ Contributor from Tenants. Further, after the Closing Date, the ▇▇▇▇▇▇▇ Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any Tenant (and any guarantors) who have defaulted, prior to the Closing Statement Date, under a Lease; provided, however, that the ▇▇▇▇▇▇▇ Contributor give Acquiror advance written notice of its intent to pursue such action and further provided that the ▇▇▇▇▇▇▇ Contributor shall govern have no right to terminate any Lease (or any right to dispossess any Tenant thereunder). All rents and other charges received from any Tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the ▇▇▇▇▇▇▇ Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the ▇▇▇▇▇▇▇ Contributor or any Partnership does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the ▇▇▇▇▇▇▇ Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the ▇▇▇▇▇▇▇ Contributor for the period prior to the Closing Date (in all eventsno event, however, shall any sums be paid to the ▇▇▇▇▇▇▇ Contributor to the extent they have been previously reimbursed for such default out of any security deposit); (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For purposes of calculating prorationsProrations, the UPREIT Acquiror shall be deemed to be in title to the indirect owner of the Contributor’s or the Contributor Affiliate’s, as the case may be, interest in the PropertyProperties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. Bills received after Closing All such prorations shall be made on the basis of the actual number of days of the year and month that relate to expenses incurred, services performed or other amounts allocable to the period prior to shall have elapsed as of 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 UPREIT Agreement), and the amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be prorated accordingly. The terms of this Section 12 shall survive the Closing indefinitely and shall not merge into any conveyancing documents delivered at ClosingDate.