Common use of Prorations and Adjustments Clause in Contracts

Prorations and Adjustments. A. The following shall be adjusted between Seller and Purchaser against or as a credit to the Purchase Price to be paid by Purchaser to Seller on the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following Current real estate taxes, rent, utilities and all other normal income and expense items related to the Assets shall be apportioned between the parties to reflect the principle that all expenses and income arising from the operation of the Assets up through 11:59 p.m. Eastern Standard Time ("EST") of the day prior to the Closing Date (the "Adjustment Time") shall be for the account of Seller, and all expenses and income arising from the operation of the Assets after the Adjustment Time shall be for the account of Buyer. All special assessments and similar charges or liens, imposed against the Assets in respect of any period of time up until the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens imposed in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer, and such charges shall be adjusted between Seller and Purchaser against or as a credit required hereunder. Three (3) days prior to the Purchase Price Closing Date Seller shall estimate all apportionments pursuant to be paid by Purchaser this Article IV and shall deliver a statement of its estimates to Seller on Buyer (which statement shall set forth in reasonable detail the basis for those estimates). To the extent that, as of the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight aggregate value of the day preceding unfulfilled obligations under Trade Agreements or Barter Agreements, including any "time bank" provision thereof, exceeds the date aggregate value of Closing consideration to be received by the Stations related to such Trade Agreements or Barter Agreements (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after determined as of the Closing Date) and Purchaser being responsible for), and credited Buyer shall be entitled to a positive cash adjustment in the amount equal to the excess, if any. At the Closing, Buyer shall pay to Seller, or chargedSeller shall pay to Buyer, as the case may be, for all the net amount due as a result of the same attributable to the period on and after the Closing Date estimated apportionments (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa excluding any item that is in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do soin dispute). Purchaser shall, ninety Within sixty (9060) days after the Closing, account Buyer shall deliver to Seller for a statement (the "Buyer Statement") of any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same adjustments to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession 's estimate of the Property. The terms apportionments, and provisions of this paragraph shall survive Closing hereunder. within twenty (220) the Seller shall credit to the Purchaser the amount days of the security depositsdelivery to Seller of the Buyer Statement (the "Payment Date"), if any, held by the Buyer shall pay to Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to Buyer, as the extent accruing through case may be, any amount due as a result of the adjustment (or, if there is any dispute, the undisputed amount). Except with respect to items that Seller notifies Buyer that it objects to within such twenty (20) day of Closing period, the adjustments set forth in the Buyer Statement shall be final and Purchaser shall pay all installments to binding on the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before parties effective on the expiration of the Inspection Period, Purchaser may deliver written notice to Seller such twenty (the “Service Contracts Notice”20) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing)day period. If Purchaser fails to deliver Seller disputes Buyer's determinations, or if at any time after delivery of Buyer's statement of determinations, either party determines that any item included in the Service Contracts Notice on apportionments is inaccurate, or before that an additional item should be included in the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Dateapportionments, the parties agree that such items shall confer with regard to the matter and an appropriate adjustment and payment shall be prorated at closing made as agreed upon by the basis parties (or, if they are unable to resolve the matter, they shall select a firm of independent certified public accountants to resolve the best information availablematter, and whose decision on the matter shall be adjusted when binding and whose fees and expenses shall be borne equally by the actual amount(s) of such items are known, with appropriate charges and credits to be madeparties). In the event any adjustment All amounts due pursuant to this subparagraph 7.B.subsection that are not paid on the Payment Date or such later date when any disputed amounts are finally determined, subsequent as applicable, shall bear interest from such date until paid at a rate per annum equal to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts generally prevailing prime interest rate (as may be owing, and such amount shall be paid within ten (10reported by The Wall Street Journal) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than plus five percent (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement%). D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following Expect as otherwise provided in the TBA or as otherwise expressly set forth in this Agreement, the operation of the Stations and the income and normal operating expenses, including, without limitation, assumed liabilities and prepaid expenses, attributable thereto through 11:59 p.m. on the Closing Date (the “Adjustment Date”) shall be for the account of Tribune Denver and thereafter for the account of Optionee. Except as otherwise provided in the TBA, expenses for goods or services received both before and after the Adjustment Date, real and personal property taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Tribune Denver and Optionee as of the Adjustment Date (the “Closing Date Adjustments”). Except as otherwise provided in the TBA, all special assessments and similar charges or liens imposed against the Purchased Assets in respect of any period of time through the Adjustment Date, whether payable in installments or otherwise, shall be the responsibility of Tribune Denver, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Date shall be the responsibility of Optionee, and such charges shall be adjusted between Seller and Purchaser against or as a credit required hereunder. Three (3) days prior to the Purchase Price to be paid by Purchaser to Seller on the Closing Date; Seller being charged , Optionee shall estimate, in good faith, all apportionments pursuant to this Section 3.10 and shall deliver a statement of its estimates to Tribune Denver (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, Optionee shall pay to Tribune Denver, or credited, as appropriate, for all of same attributable Tribune Denver shall pay to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or chargedOptionee, as the case may be, for all the net amount due as a result of the same attributable to the period on and estimated apportionments (excluding any Table of Contents item that is in dispute). Within sixty (60) days after the Closing Date (i.e. the “Payment Date”), Tribune Denver shall deliver to Optionee a statement of any adjustments to Optionee’s estimate of the apportionments, and Optionee shall pay to Tribune Denver, or Tribune Denver shall pay to Optionee, as the case may be, any amount due as a result of the adjustment (or, if there is any dispute, the undisputed amount). If Optionee disputes Tribune Denver’s determinations, or if at any time after 11:59 P.M. delivery of Tribune Denver’s statement of determinations, Optionee or Tribune Denver 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, they shall select a firm of independent certified public accountants to resolve the matter, whose decision on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date matter shall be within ten binding and whose fees and expenses shall be borne equally by the parties). If the amount of Taxes which are to be prorated pursuant to this Section is not known by sixty (1060) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall such Taxes will be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date estimated as of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that once the amount of any prorated item such Taxes is not known on known, Optionee shall pay to Tribune Denver, or Tribune Denver shall pay to Optionee, as the Closing Datecase may be, the parties agree that such items shall be prorated at closing upon the basis net amount due as a result of the best information available, and shall be adjusted when the actual amount(s) apportionment of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. Taxes. C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. (a) The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, 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) 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 (other than Delinquent Rents (as hereinafter defined)). Rents and other charges under the Leases which are 30 days or more past due as of the Closing ("Delinquent Rents") shall not be prorated, and rents and other amounts received by Purchaser or Seller after the Closing from a tenant owing such Delinquent Rents shall be applied (A) first, to Purchaser's actual out-of-pocket costs of collection incurred with respect to such tenant; (B) second, to rents due from such tenant for the month in which such payment is received by Purchaser; (C) third, to rents attributable to any period after the Closing which are past due on the date of receipt; (D) fourth, to Delinquent Rents as of the Closing (and Purchaser promptly shall remit such amounts to Seller); and (E) finally, to Seller's costs of collection incurred with respect to such tenant prior to the Closing. Purchaser agrees that it shall use commercially reasonable efforts to collect any such Delinquent Rents (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing Delinquent Rents). Seller may pursue a tenant after the Closing for collection of Delinquent Rents but Seller shall not have the right to institute any action for unlawful detainer or as eviction or termination of the Lease against such tenant. (iv) The amount of all unapplied security deposits under the Leases shall be credited to Purchaser; provided, however, that if any tenant security deposit is in the form of a letter of credit, promissory note or similar instrument, Seller shall use its best efforts to cause such letter of credit, promissory note or other instrument to be assigned and transferred to Purchaser no later than sixty (60) days after the Closing, and there shall be no credit to against the Purchase Price at the Closing with respect to any such tenant security deposit. (b) For purposes of calculating prorations, Purchaser shall be deemed to be paid by Purchaser in title to Seller 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 shall be made on the Closing Date; Seller being charged or credited, basis of the actual number of days of the month which shall have elapsed as appropriate, for all of same attributable to the period through midnight of the day preceding of the date Closing and based upon the actual number of Closing days in the month and a three hundred sixty-five (i.e. 11:59 P.M. on the date before Closing365) day year. (and credited for any amounts paid c) The amount of such prorations shall be initially performed by Seller attributable and Purchaser at Closing but shall be subject to the period on or adjustment in cash after the Closing Date) outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser being agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing (except with respect to property taxes, which shall be adjusted within sixty (60) 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, with Seller responsible forfor amounts owing to tenants under the Leases, and credited or charged, 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, provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing any such amounts); (ii) 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 (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), 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 same attributable 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); and (iii) in no event will there be any proration of insurance premiums under Seller's existing policies of insurance relating to the 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 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 Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall will be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession account of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoicePurchaser. The provisions of this subparagraph 7 Section 13 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. Closing. C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following operation of the Station and the income and all expenses, including without limitation assumed liabilities and prepaid expenses, attributable thereto through 11:59 p.m. on the Closing Date (the "Adjustment Time") shall be adjusted for the account of Seller and thereafter for the account of Purchaser. Expenses for goods or services received both before and after the Adjustment Time, taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Purchaser as of the Adjustment Time (the "Closing Date Adjustments"). All special assessments and similar charges or liens imposed against or as a credit the Assets in respect of any period of time up to the Purchase Price Adjustment Time, whether then due or are payable thereafter (in installments or otherwise), shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Time shall be paid by Purchaser the responsibility of Purchaser, and such charges shall be adjusted as required hereunder. Five (5) days prior to Seller on the Closing Date; , Seller being charged or credited, as appropriate, for shall deliver a statement of all of same attributable known proratable items and the net amount due one party to the period through midnight of other as a result thereof (which statement shall set forth in reasonable detail the day preceding basis for those amounts). At the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by , Purchaser shall pay to Seller, or Seller attributable shall pay to the period on or after the Closing Date) and Purchaser being responsible for, and credited or chargedPurchaser, as the case may be, for all the net amount due as a result of the same attributable to the period on and after the Closing Date apportionments (i.e. after 11:59 P.M. on the date before Closing): excluding any item that is in dispute). Within thirty (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (9030) days after the ClosingClosing (the "Payment Date"), account Purchaser shall deliver to Seller a statement of any additional proratable items, together with the apportionments for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing additional proratable items and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumedSeller, or is required hereunder Seller shall pay to assumePurchaser, same pursuant to as the terms of this Agreement. On or before the expiration case may be, any amount due as a result of the Inspection Periodadjustment (or, Purchaser may deliver written notice to Seller (if there is any dispute, the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closingundisputed amount). If Purchaser fails Seller disputes Purchaser's determinations, or if at any time after delivery of Purchaser's statement of determinations, either party determines that any item included in the apportionments is inaccurate, or that an additional item should be included in the apportionments, the party shall confer with regard to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there matter and an appropriate adjustment and payment shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at made as agreed upon by the Closing. (5) All charges for utilities servicing parties. If the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor parties are unable to obtain meter readings of such utilities on or within seven (7) days prior to resolve the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Datematter, the parties agree that such items matter shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax resolved by Arth▇▇ ▇▇▇e▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight ▇▇▇, whose decision on the matter shall be rendered in writing within thirty (4830) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through days following submission of the unoccupied rental units on the Property dispute to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice them and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) whose fees and expenses shall be construed as limiting Purchaser’s rights and Seller’s obligations under borne equally by the other provisions of parties. Such decision shall be binding upon the parties. All amounts due pursuant to this Agreement. D. Seller subsection that are not paid by the Payment Date shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’sbear interest from

Prorations and Adjustments. A. The following (a) All income and normal operating expenses arising from the conduct of the Business and operation of the Station, including, without limitation, assumed liabilities and prepaid expenses, Taxes and assessments (but excluding Taxes arising by reason of the sale of the Purchased Assets hereunder, which shall be paid as set forth in Section 6.1(c)), annual regulatory fees payable to the FCC, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between the SBS Entities and Buyer in accordance with GAAP to reflect the principle that the SBS Entities shall be entitled to all income and be responsible for all expenses arising from the conduct of the Business and operation of the Station through 11:59 p.m. on the Closing Date (the "Adjustment Time") and Buyer shall be entitled to all income and be responsible for all expenses arising from the conduct of the Business and operation of the Station after the Adjustment Time. All special assessments and similar charges or liens imposed against the Purchased Assets in respect of any period of time through the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of the SBS Entities, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer, and such charges shall be adjusted between Seller as required hereunder. The prorations and Purchaser against adjustments to be made pursuant to this Section 2.11(a) are referred to as the "Closing Date Adjustments." Three (3) business days prior to the Closing Date, the SBS Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11(a) and shall deliver a statement of its estimates to the Buyer (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, the net amount due to the Buyer or the SBS Entities as a credit result of the estimated Closing Date Adjustments (excluding any item that is in good faith dispute) shall be applied as an adjustment to the Purchase Price as appropriate. Within sixty (60) days after the Closing, Buyer shall deliver to the SBS Entities a statement of any adjustments to SBS Entities' estimate of the Closing Date Adjustments, and no later than the close of business on the 20th day after the delivery to the SBS Entities of Buyer's statement (the "Payment Date"), Buyer shall pay to the SBS Entities, or the SBS Entities shall pay to Buyer, as the case may be, any amount due as a result of the adjustment (or, if there is any good faith dispute, the undisputed amount), provided that at Buyer's discretion, any amount due Buyer from the SBS Entities under this Section (or, if there is any good faith dispute, the undisputed amount) or any portion thereof may be reduced by any amounts due to the SBS Entities from Buyer under Section 2.12. In the event that such reduction does not equal the total amount due to Buyer under this Section (or, if there is any good faith dispute, the undisputed amount), the SBS Entities shall pay the remainder in accordance herewith. Except with respect to items that the SBS Entities notify Buyer that they object to prior to the close of business on the Payment Date, the adjustments set forth in Buyer's statement shall be final and binding on the parties effective at the close of business on the Payment Date. If the SBS Entities dispute Buyer's determinations, the parties shall confer with regard to the matter and an appropriate adjustment and payment shall be made as agreed upon by the parties within thirty (30) business days after such agreement (or, if they are unable to resolve the matter, they shall select a recognized firm of independent certified public accountants agreed to by Buyer and the SBS Entities ("Accounting Firm") to resolve the matter, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by the parties, and an appropriate adjustment and payment shall be made based on the resolution by the Accounting Firm within thirty (30) business days after such resolution). If the amount of Taxes which are to be paid prorated pursuant to this Section 2.11(a) is not known by Purchaser to Seller on the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight of the day preceding the date of Closing sixty (i.e. 11:59 P.M. on the date before Closing60) (and credited for any amounts paid by Seller attributable to the period on or days after the Closing 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 promptly pay to the SBS Entities, or the SBS Entities shall promptly pay to Buyer, as the case may be, the net amount due as a result of the actual apportionment of such Taxes. (b) and Purchaser being responsible forSchedule 2.11(b) contains the SBS Entities' regularly prepared Trade Receivable reports as of July 31, and credited 2003 for the Station. Each such report includes the amount of the net Trade Payable or chargedTrade Receivable, as the case may be, for all each advertiser for the Station as of July 31, 2003. "Trade Payable" means, as of any date of determination, the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional chargesamount by which, if any, for periods prior to the Closing Date shall be within ten (10) days aggregate value of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges advertising time owed under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with Trade Agreements in respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs determination is being made exceeds the aggregate value of goods and shall remit the same services to Seller. From be received under such Trade Agreements, and after Closing"Trade Receivable" means, Seller shall have no right to pursue as of any tenants for rents or any other amounts; provideddate of determination, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security depositsby which, if any, held by the Seller, aggregate value of goods and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall services to be prorated using received pursuant to the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable Trade Agreements in annual installments, respect of which the first installment determination is then a charge or lien, or has been paid, then for being made exceeds the purposes aggregate value of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing advertising time owed under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing)Trade Agreements. If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’sThree

Prorations and Adjustments. A. The following (a) Expect as otherwise expressly set forth in this Agreement, the operation of the Station and the income and normal operating expenses, including, without limitation, accrued liabilities and prepaid expenses, attributable thereto through the Valuation Date shall be for the account of Sellers and thereafter for the account of Buyer. Expenses for goods or services received both before and after the 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 Sellers and Buyer as of the Valuation Date (the "Closing Date Adjustments"). All special assessments and similar charges or liens imposed against the Purchased Assets in respect of any period of time through the Valuation Date, whether payable in installments or otherwise, shall be the responsibility of Sellers, and amounts with respect to such 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 between Seller and Purchaser against or as a credit required hereunder. Three (3) days prior to the Purchase Price to be paid by Purchaser to Seller on the Closing Date; Seller being charged or credited, as appropriateSellers shall estimate in good faith, all apportionments pursuant to this Section 3.6 and shall deliver a certified statement of its estimates to Buyer (which statement shall set forth in reasonable detail the basis for all of same attributable to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closingthose estimates) (and credited for any amounts paid by Seller attributable the "Estimated Prorations Certificate"). At the Closing, Buyer shall pay to the period on or after Sellers (through an increase in the Closing Date) and Purchaser being responsible forDate Payment), and credited or chargedSellers shall pay to Buyer (through a reduction in the Closing Date Payment), as the case may be, for all the net amount due as a result of the same attributable to estimated apportionments (excluding any item that is in dispute) (the period on and after the Closing Date "Estimated Prorations"). Within forty-five (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (9045) days after the Closing, account Buyer shall deliver to Seller for Sellers a statement of any pre-Closing arrearages collectedadjustments to Sellers' estimate of the apportionments, including and Buyer shall pay to Sellers, or Sellers 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 Sellers dispute Buyer's determinations, or if at any time after delivery of Buyer's statement of determinations, Buyer or Sellers 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 proportion 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 rent for Sellers' receipt of Buyer's statement of adjustments (the month in which "Dispute Date"), they shall within 15 days of the Closing occurs 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 remit the same to Seller. From be binding and after Closingwhose fees and expenses shall be borne by each of Sellers and Buyer, Seller shall have no right to pursue any tenants for rents or any other amounts; providedproportionately, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser an amount equal the amount of such fees and expenses multiplied by a fraction, the security deposits, if any, held 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 difference is a positive or negative amount) between the final determination of the independent accountant and the final position taken by such party upon submission to the Seller, independent accountant and all prepaid rents, if applicable. (3) Real Estate, ad valorem the denominator of which is the difference between the Sellers' and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall Buyer's positions upon submission to the independent accountant. If the amount of Taxes which are to be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller Section is not known by forty-five (the “Service Contracts Notice”45) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, then the amount of such vendor Taxes will be estimated as of such date and once the amount of such Taxes is known, Buyer shall not be permitted pay to enter upon Sellers, or have access Sellers shall pay to Buyer, as the Property from and after case may be, the Closing Date and shall look to Seller for payment for any amounts net amount due and owing under as a result of the actual apportionment of such Terminated Contract), and Taxes. (b) if any such Contract cannot by its terms be terminated at Closing without payment Consistent with Sections 2.2(g), 2.3(b)(iii), 7.7 and 7.8 herein, all intercompany obligations of any premium ACME Entity or penalty, it shall be assumed by Purchaser its Affiliates and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration any of the Inspection Periodother agreements referenced in such Sections or in the Schedules referenced in such Sections shall, there shall be no Terminated Contracts with respect to the Purchased Assets and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the PremisesStation, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days have been cancelled prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall not be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing taken into account in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in adjustments contemplated by this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement3.6. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following Current real estate taxes, rent, utilities and all other normal income and expense items related to the Assets shall be adjusted apportioned between Seller the parties to reflect the principal that all expenses and Purchaser against or as a credit to income arising from the Purchase Price to be paid by Purchaser to Seller on operation of the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period Assets up through midnight 11:59 p.m. EST of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable prior to the period on or Closing Date (the "Adjustment Date") shall be for the account of Seller, and all expenses and income arising from the operation of the Assets acquired by Buyer after the Adjustment Date shall be for the account of Buyer. Three (3) days prior to the Closing Date) Date Seller shall estimate all apportionments pursuant to this Article IV and Purchaser being responsible forshall deliver a statement of its estimates to Buyer (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, and credited Buyer shall pay to Seller, or chargedSeller shall pay to Buyer, as the case may be, for all the net amount due as a result of the same attributable to the period on and after the Closing Date estimated apportionments (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collectedexcluding any item that is in dispute). Uncollected rents and additional charges, if any, for periods prior to the Closing Date Such payment shall be within ten (10) days of receipt made by Purchaser be transmitted separate certified or cashier's check and paid to Seller (not by credit towards or vice versa in the event Seller receives rents debit from the Property from and after Closing), subject to the following sentencePurchase Price payable as provided in Article III hereof. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety Within sixty (9060) days after the ClosingClosing (the "Payment Date"), account Buyer shall deliver to Seller for a statement of any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same adjustments to Seller. From 's estimate of the apportionments, and after ClosingBuyer shall pay to Seller, or Seller shall have no right pay to pursue Buyer, as the case may be, any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession amount due as a result of the Propertyadjustment (or, if there is any dispute, the undisputed amount). The terms and provisions If Seller disputes Buyer's determinations, or if at any time after delivery of this paragraph Buyer's statement of determinations, either party determines that any item included in the apportionments is inaccurate, or that an additional item should be included in the apportionments, the parties shall survive Closing hereunder. (2) the Seller shall credit confer with regard to the Purchaser matter and an appropriate adjustment and payment shall be made as agreed upon by the amount of the security depositsparties (or, if anythey are unable to resolve the matter, held they shall select a firm of independent certified public accountants to resolve the matter, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior parties). All amounts due pursuant to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, this subsection that are not paid on the Closing Date, Date or the Premises or any part thereof Payment Date shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property bear interest from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look until paid at a rate per annum equal to Seller for payment for any amounts due and owing under such Terminated Contract), and generally prevailing prime interest rate (bas reported by The Wall Street Journal) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. plus five percent (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases%). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following shall only items to be prorated and adjusted are as follows, with such prorations made between Seller and Purchaser against Buyer 18 at the Closing, computed as of the Closing Date, with income and expenses for the Closing 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 as a occupying the Business Property or any part thereof, for or in connection with such use or occupancy; provided, however, Buyer shall not be obligated to make any payment or give any credit to the Purchase Price to be paid by Purchaser to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date; , but shall be required merely to turn over to Seller being charged or creditedits share of the same if, as appropriateand when received by Buyer. All payments received by Buyer from a tenant, for all of same attributable licensee, concessionaire or other person shall be applied first to Buyer's collection costs (if any) with respect thereto and then against the period through midnight most recently accrued obligation or obligations of the day preceding payor. In addition, in the date event that as of the Closing (i.e. 11:59 P.M. on 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 date before Closing) Closing Date, then Seller shall pay Buyer as of the Closing Date (and credited for 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 amounts paid by Seller attributable to the period or periods on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that Buyer receives checks payable to Seller with respect to the amount of any prorated item is not known Business Property, Seller hereby authorizes Buyer to endorse Seller's name on the Closing Datechecks without recourse and apply the proceeds in accordance with the foregoing; similarly, any checks received by Seller with respect to the parties agree that such items Business Property shall be prorated at closing upon endorsed by Seller without recourse and promptly forwarded to Buyer, who shall apply the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are proceeds thereof in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection accordance with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’sforegoing.

Prorations and Adjustments. A. The following operation of the Station and the income and all expenses, including without limitation assumed liabilities and prepaid expenses, attributable thereto through 11:59 p.m. on the Closing Date (the "Adjustment Time") shall be adjusted for the account of Seller and thereafter for the account of Purchaser. Expenses for goods or services received both before and after the Adjustment Time, taxes and assessments, power and utilities charges, and rents and similar prepaid and deferred items shall be prorated between Seller and Purchaser as of the Adjustment Time (the "Closing Date Adjustments"). All special assessments and similar charges or liens imposed against the Assets in respect of any period of time up to the Adjustment Time, whether then due or are payable thereafter (in installments or otherwise), shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Time shall be the responsibility of Purchaser, and such charges shall be adjusted as required hereunder. Five (5) days prior to the Closing Date Seller shall deliver a statement of all known proratable items and the net amount due one party to the other as a credit result thereof (which statement shall set forth in reasonable detail the basis for those amounts). At the Closing, Purchaser shall pay to the Purchase Price Seller, or Seller shall pay to be paid by Purchaser to Seller on the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or chargedPurchaser, as the case may be, for all the net amount due as a result of the same attributable to the period on and after the Closing Date apportionments (i.e. after 11:59 P.M. on the date before Closing): excluding any item that is in dispute). Within thirty (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (9030) days after the ClosingClosing (the "Payment Date"), account Purchaser shall deliver to Seller a statement of any additional proratable items, together with the apportionments for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing additional proratable items and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumedSeller, or is required hereunder Seller shall pay to assumePurchaser, same pursuant to as the terms of this Agreement. On or before the expiration case may be, any amount due as a result of the Inspection Periodadjustment (or, Purchaser may deliver written notice to Seller (if there is any dispute, the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closingundisputed amount). If Purchaser fails Seller disputes Purchaser's determinations, or if at any time after delivery of Purchaser's statement of determinations, either party determines that any item included in the apportionments is inaccurate, or that an additional item should be included in the apportionments, the party shall confer with regard to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there matter and an appropriate adjustment and payment shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at made as agreed upon by the Closing. (5) All charges for utilities servicing parties. If the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor parties are unable to obtain meter readings of such utilities on or within seven (7) days prior to resolve the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Datematter, the parties agree that such items matter shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax resolved by Arth▇▇ ▇▇▇e▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight ▇▇▇, whose decision on the matter shall be rendered in writing within thirty (4830) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through days following submission of the unoccupied rental units on dispute to them and whose fees and expenses shall be borne equally by the Property parties. Such decision shall be binding upon the parties. All amounts due pursuant to determine whether such unoccupied rental units this subsection that are in “rent ready condition”, defined below. With respect not paid by the Payment Date shall bear interest from the Payment Date until paid at a rate per annum equal to any rental unit that is vacated more than generally prevailing prime interest rate (as reported by The Wall Street Journal) plus five percent (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit%). As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’sNotwithstanding the

Prorations and Adjustments. A. The following (a) Expect as otherwise expressly set forth in this Agreement, the operation of the Station and the income and normal operating expenses, including, without limitation, accrued liabilities and prepaid expenses, attributable thereto through the Valuation Date shall be for the account of Seller and thereafter for the account of Buyer. Expenses for goods or services received both before and after the 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 respect of any period of time through the Valuation Date, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts with respect to such 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 between Seller and Purchaser against or as a credit required hereunder. Three (3) days prior to the Purchase Price to be paid by Purchaser to Seller on the Closing Date; , Seller being charged or creditedshall estimate in good faith, as appropriate, all apportionments pursuant to this Section 3.6 and shall deliver a certified statement of its estimates to Buyer (which statement shall set forth in reasonable detail the basis for all of same attributable to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closingthose estimates) (and credited for any amounts paid by the "Estimated Prorations Certificate"). At the Closing, Buyer shall pay to Seller attributable to the period on or after (through an increase in the Closing Date) and Purchaser being responsible forDate Payment), and credited or chargedSeller shall pay to Buyer (through a reduction in the Closing Date Payment), as the case may be, for all the net amount due as a result of the same attributable to estimated apportionments (excluding any item that is in dispute) (the period on and after the Closing Date "Estimated Prorations"). Within forty-five (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (9045) days after the Closing, account Buyer shall deliver to Seller for a statement of any pre-Closing arrearages collectedadjustments to Seller's estimate of the apportionments, including and Buyer shall pay to Seller, 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 proportion 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 rent for Seller's receipt of Buyer's statement of adjustments (the month in which "Dispute Date"), they shall within 15 days of the Closing occurs 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 remit the same to Seller. From be binding and after Closingwhose fees and expenses shall be borne by each of Seller and Buyer, Seller shall have no right to pursue any tenants for rents or any other amounts; providedproportionately, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser an amount equal the amount of such fees and expenses multiplied by a fraction, the security deposits, if any, held 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 difference is a positive or negative amount) between the final determination of the independent accountant and the final position taken by such party upon submission to the independent accountant and the denominator of which is the difference between the Seller, 's and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall Buyer's positions upon submission to the independent accountant. If the amount of Taxes which are to be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller Section is not known by forty-five (the “Service Contracts Notice”45) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, then the amount of such vendor Taxes will be estimated as of such date and once the amount of such Taxes is known, Buyer shall not be permitted pay to enter upon Seller, or have access Seller shall pay to Buyer, as the Property from and after case may be, the Closing Date and shall look to Seller for payment for any amounts net amount due and owing under as a result of the actual apportionment of such Terminated Contract), and Taxes. (b) if Consistent with Sections 6.16, 7.7 and 7.8 herein, all intercompany obligations between the Company, on the one hand, and any such Contract cannot by ACME Entity or its terms be terminated at Closing without payment of Affiliates (other than the Company), on the other hand, and any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Periodother agreements referenced in such Sections or in the Schedules referenced in such Sections shall, there shall be no Terminated Contracts with respect to the Company and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the PremisesStation, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days have been cancelled prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall not be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing taken into account in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in adjustments contemplated by this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement3.6. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. (a) The following shall be prorated and adjusted between Seller and Purchaser against as of the day of the Closing, except as otherwise specified and provided that any expenses incurred in connection with the Property which are paid directly by Tenant under the Lease shall not be subject to proration and adjustment under this Agreement: (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) 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 Lease (other than Delinquent Rents (as a credit hereinafter defined)) shall be prorated only to the Purchase Price extent collected as of Closing. Uncollected Rents and other charges under the Lease which are past due as of the Closing (“Delinquent Rents”) shall not be prorated, and rents and other amounts received by Purchaser after the Closing from Tenant owing such Delinquent Rents shall be applied (A) first, to Purchaser’s actual out-of-pocket costs of collection incurred with respect to thereto; (B) second, to rents due to Purchaser attributable to any period after the Closing which are due or past due; and (C) finally, to Delinquent Rents as of the Closing and Seller’s costs of collection incurred with respect to Tenant prior to 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 for a period of three (3) months following Closing (provided, however, that Purchaser shall have no obligation to expend any funds or institute legal proceedings, including an action for unlawful detainer, against Tenant if it owes any Delinquent Rents). (b) For purposes of calculating prorations, 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 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. The amount of such prorations shall initially be calculated 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 sixty (60) days after the Closing (except with respect to property taxes, which shall be adjusted within sixty (60) 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 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 by to Tenant for its respective period of ownership of the Property for such tax year); 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 none of Seller’s insurance policies (or any proceeds payable thereunder, except as expressly provided for in Section 15 below) will be assigned to Purchaser at the Closing, and Purchaser shall be solely obligated to Seller on 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 Date; will be for the account of Seller being charged or credited, as appropriate, and all items of income and expense which accrue for all of same attributable to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall will be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession account of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoicePurchaser. The provisions of this subparagraph 7 Section 12 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. Closing. C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following Current real estate taxes, rent, utilities and all other normal income and expense items related to the Assets shall be apportioned between the parties to reflect the principle that all expenses and income arising from the operation of the Assets up through 11:59 p.m. Eastern Standard Time ("EST") of the day prior to the Closing Date (the "Adjustment Time") shall be for the account of Seller, and all expenses and income arising from the operation of the Assets after the Adjustment Time shall be for the account of Buyer. All special assessments and similar charges or liens, imposed against the Assets in respect of any period of time up until the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens imposed in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer, and such charges shall be adjusted between Seller and Purchaser against or as a credit required hereunder. Three (3) days prior to the Purchase Price Closing Date Seller shall estimate all apportionments pursuant to be paid by Purchaser this Article IV and shall deliver a statement of its estimates to Seller on Buyer (which statement shall set forth in reasonable detail the basis for those estimates). To the extent that, as of the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight aggregate value of the day preceding unfulfilled obligations under Trade Agreements or Barter Agreements exceeds the date aggregate value of Closing consideration to be received by the Stations under such Trade Agreements or Barter Agreements (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after determined as of the Closing Date) and Purchaser being responsible forby Fifteen Thousand Dollars ($15,000), and credited Buyer shall be entitled to a positive cash adjustment in an amount equal to the excess, if any, over such Fifteen Thousand Dollar ($15,000) amount. At the Closing, Buyer shall pay to Seller, or chargedSeller shall pay to Buyer, as the case may be, for all the net amount due as a result of the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’sestimated apportionments

Prorations and Adjustments. A. The following Current real estate taxes, rent, utilities and all other normal income and expense items related to the Assets shall be apportioned between the parties to reflect the principal that all expenses and income arising from the operation of the Assets up through 11:59 p.m. Eastern Standard Time ("EST") of the day prior to the Closing Date (the "Adjustment Time") shall be for the account of Seller, and all expenses and income arising from the operation of the Assets acquired by Buyer after the Adjustment Time shall be for the account of Buyer. All special assessments and similar charges or liens, imposed against the Assets in respect of any period of time through the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens imposed after the Adjustment Time in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer, and such charges shall be adjusted between Seller and Purchaser against or as a credit required hereunder. Three (3) days prior to the Purchase Price Closing Date Seller shall estimate all apportionments pursuant to be paid by Purchaser this Article IV and shall deliver a statement of its estimates to Seller on Buyer (which statement shall set forth in reasonable detail the basis for those estimates). To the extent that, as of the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight value of the day preceding unfulfilled obligations under Sales Agreements, Trade Agreements or Barter Agreements, including any "time bank" provision thereof, exceeds the date value of Closing consideration to be received by the Station (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after determined as of the Closing Date) and Purchaser being responsible for), and credited Buyer shall be entitled to a positive cash adjustment. At the Closing, Buyer shall pay to Seller, or chargedSeller shall pay to Buyer, as the case may be, for all the net amount due as a result of the same attributable to the period on and after the Closing Date estimated apportionments (i.e. after 11:59 P.M. on the date before Closing): excluding any item that is in dispute). Within sixty (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (9060) days after the ClosingClosing (the "Payment Date"), account Buyer shall deliver to Seller for a statement of any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same adjustments to Seller. From 's estimate of the apportionments, and after ClosingBuyer shall pay to Seller, or Seller shall have no right pay to pursue Buyer, as the case may be, any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession amount due as a result of the Propertyadjustment (or, if there is any dispute, the undisputed amount). The terms and provisions If Seller disputes Buyer's determinations, or if at any time after delivery of this paragraph Buyer's statement of determinations, either party determines that any item included in the apportionments is inaccurate, or that an additional item should be included in the apportionments, the parties shall survive Closing hereunder. (2) the Seller shall credit confer with regard to the Purchaser matter and an appropriate adjustment and payment shall be made as agreed upon by the amount of the security depositsparties (or, if anythey are unable to resolve the matter, held they shall select a firm of independent certified public accountants to resolve the matter, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior parties). All amounts due pursuant to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, this subsection that are not paid on the Closing Date or the Payment Date, the Premises or any part thereof as applicable, shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then bear interest until paid at a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments rate per annum equal to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. generally prevailing prime interest rate (4as reported by The Wall Street Journal) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. plus five percent (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases%). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following shall be prorated and adjusted between Seller Contributor and Purchaser against or Buyer as a credit to the Purchase Price to be paid by Purchaser to Seller on of the Closing Date; Seller being , except as otherwise specified: 12.1. Buyer and Contributor shall divide the cost of any closing escrow fee charged by the Title Company hereunder equally between them; 12.2. Buyer shall assume in full all new and special assessments (and charges in the nature of or credited, as appropriate, for all in lieu of same attributable such assessments) that are assessed and levied with respect to the period through midnight any of the day preceding Land as of the date of Closing (i.e. 11:59 P.M. on the date before Closing) Date. Buyer shall assume all special assessments (and credited for charges in the nature of or in lieu of such assessments) pending with respect to any amounts paid by Seller attributable to of the period on or Land as of and levied after the Closing Date) ; 12.3. In the event of a discrepancy between the Closing Statement and Purchaser being responsible forthe prorations described above, the Closing Statement shall govern in all events. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Project, and credited or charged, as therefore entitled to the case may beincome therefrom and responsible for the expenses thereof, for all the entire Closing Date. Distributions in respect of the same attributable OP Units acquired by the Contributor shall begin to the period on accrue from and after the Closing Date (i.e. after 11:59 P.M. on notwithstanding the fact that such date before Closing): (1) rents may not be the applicable record date under the Partnership Agreement), and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior the amount of distributions paid or to be paid to the Closing Date Contributor for any quarter shall be within ten prorated accordingly. The terms of this Section 12 shall survive the Closing for a period of twelve (1012) days of receipt by Purchaser be transmitted months and paid to Seller (or vice versa shall not merge into any conveyancing documents delivered at Closing. 12.4. Notwithstanding anything contained in the event Seller receives rents from the Property from and after Closing), subject this Section 12 to the following sentence. From and after the Closing Datecontrary, all rent and additional charges received any amounts to be “paid” by Purchaser Contributor, or any amounts to which Buyer is entitled to as a proration or adjustment from Contributor shall be first applied as follows: a) to paid by Buyer and General Partner by adjusting the month of closing; b) to OP Units at Closing by the then current obligations of the tenant; and c) to any past due rent obligations amount of such tenant with same being first applied to the most recent past due obligations of such tenantpayments or adjustments. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser Contributor shall have no obligation to commence pay any legal action or proceeding against any tenant with respect sums to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents Buyer or any other amounts; provided, however, Seller be entitled to institute legal proceedings third party at closing with all such sums and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession adjustments treated as reduction of the Property. The terms Contribution Consideration and provisions of this paragraph shall survive Closing hereunderpaid by Buyer. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following operation of the Business and the income and normal operating expenses, including without limitation assumed liabilities and prepaid expenses, attributable thereto through 11:59 p.m. of the day prior to the Closing Date (the "ADJUSTMENT DATE") shall be for the account of Seller and thereafter for the account of Buyer. Expenses for goods or services received both before and after the Adjustment Date, 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 Adjustment Date (the "CLOSING DATE ADJUSTMENTS"). All special assessments and similar charges or liens imposed against the Real Property and Business Equipment in respect of any period of time through the Adjustment Date, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Date shall be the responsibility of Buyer, and such charges shall be adjusted between as required hereunder. Ten (10) days prior to the Closing Date Seller shall estimate the Net Asset Value, based upon the August 31, 1997 balance sheet and Purchaser against or verifiable changes thereto since August 31, 1997, and all apportionments pursuant to this Article IV and shall deliver a statement of its estimates to Buyer (which statement shall set forth in reasonable detail the basis for those estimates). If Buyer disagrees with such estimates, Buyer may elect to postpone the Closing until such disagreement is resolved. At the Closing, Buyer shall pay to Seller the net amount due as a credit result of the estimated Net Asset Value and apportionments (excluding any item that is in dispute). Buyer shall thereafter have the balance sheet of Seller audited as of the Closing Date to verify the Purchase Price to be paid by Purchaser Net Asset Value and apportionments. Within five (5) days after receipt of the audit results from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the "PAYMENT DATE"), Buyer shall deliver to Seller on the Closing Date; Seller being charged or credited, as appropriate, for all a statement of same attributable any adjustments to the period through midnight Seller's estimate of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (Net Asset Value and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible forapportionments, and credited Buyer shall pay to Seller, or chargedSeller shall pay to Buyer, as the case may be, for all any amount due as a result of the same attributable adjustment (or, if there is any dispute, the undisputed amount). If Seller or ▇▇▇ disputes Buyer's determinations, or if at any time after delivery of Buyer's statement of determinations, either party determines that any item included in the Net Asset Value or apportionments is inaccurate, or that an additional item should be included in the Net Asset Value or apportionments, the parties shall confer with regard to the period 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, they shall select a firm of independent certified public accountants to resolve the matter, whose decision on the matter shall be binding and after whose fees and expenses shall be borne equally by the parties). Any amounts due from Seller or ▇▇▇, on the one hand, or Buyer, on the other hand, pursuant to this subsection shall bear interest from the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior until paid at a rate per annum equal to the Closing Date shall be within ten generally prevailing prime interest rate (10as reported by THE WALL STREET JOURNAL) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. plus five percent (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases%). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following (i) A statement of prorations and adjustments (the “Closing Statement”) shall be prepared by Sellers in conformity with the provisions of this Agreement and submitted to Purchaser for review not less than three (3) days prior to each Closing Date. For purposes of prorations, Purchaser shall be 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 between (as the case requires) as of each Closing Date: (a) To the extent covered by an Assignment of Inventory Homes Contract, all deposits held by the applicable Seller for any Inventory Homes for which a sales contract is in effect as of the applicable Closing Date shall be assigned to Purchaser or Purchaser’s designee; and (b) With respect to the 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 against 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 applicable Closing (or for which Purchaser receives a credit) in accordance with the terms hereof; (3) Purchaser shall receive the amount of all escrow accounts held by Sellers which are associated with such Manufactured Home Loans; and (4) All rents received pursuant to any lease to own home transactions will be prorated as a credit of the Closing Date. (c) 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 to be paid by Purchaser to Seller on based upon the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable to the period through midnight inaccuracy of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid Acquisition Price calculation provided by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after ClosingSeller), subject to the following sentence. From and after the Closing Date, all rent and additional charges received by Purchaser shall be first applied as follows: a) to the month of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amounts; provided, however, Seller be entitled to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the Seller shall credit to the Purchaser the amount of the security deposits, if any, held by the Seller, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, charges and assessments, both general and special shall be prorated using the latest available millage rates and valuation, with Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by assessments which are, or which may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement Seller shall pay all installments to the extent accruing through the day of Closing and Purchaser shall pay all installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date and shall look to Seller for payment for any amounts due and owing under such Terminated Contract), and (b) if any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection Period, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. Seller shall endeavor to obtain meter readings of such utilities on or within seven (7) days prior to the Closing Date (other than meters measuring exclusively utility consumption which is to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be required. (6) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who shall be entitled to an adjustment to correct the same, provided that it makes written demand on the party from whom it is entitled to additional monies shall invoice such adjustment on or before April 1 of each year for Closings which occurred the other party for such additional amounts previous calendar year. Except as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. . C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained set forth in this Section 7(C) 5(C)(i)(c), all prorations shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreementfinal. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s

Prorations and Adjustments. A. The following (a) A statement of prorations and other adjustments shall be adjusted between prepared by Seller for each Property being conveyed at Closing in conformity with the provisions of this Agreement and submitted to Purchaser against or as a credit for review and approval not less than ten (10) Business Days prior to the Purchase Price to Closing Date (the “Closing Statement”). For purposes of prorations and other adjustments under this Section 5, Purchaser shall be paid by Purchaser to Seller deemed the owner of the Properties as of 12:00 a.m. on the Closing Date; Seller being charged or credited, as appropriate, for all of same attributable . Subject to the period through midnight of the day preceding the date of Closing (i.e. 11:59 P.M. on the date before Closing) (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible forforegoing, and credited in addition to other adjustments that may be provided for in this Agreement, the following items with respect to each Property are to be prorated or chargedadjusted, as the case may berequire, for all as of the same attributable to the period on and after the Closing Date (i.e. after 11:59 P.M. on the date before Closing): (1) rents and additional charges actually collected. Uncollected rents and additional charges, if any, for periods prior to the Closing Date shall be within ten (10) days of receipt by Purchaser be transmitted and paid to Seller (or vice versa in the event Seller receives rents from the Property from and after Closing), subject to the following sentence. From and after the Closing Date: (i) With respect to each Property, all rent except any Leased Property: A. real estate taxes and additional charges received by Purchaser assessments (except to the extent the same shall be first applied as follows: a) to the month obligation of closing; b) to the then current obligations of the tenant; and c) to any past due rent obligations of such tenant with same being first applied to the most recent past due obligations of such tenant. Purchaser shall use good faith efforts to collect for Seller any delinquent rents or additional charges a Space Lease Tenant under the Leases but Purchaser shall have no obligation to commence any legal action or proceeding against any tenant with respect to such delinquencies or expend any amounts to do so. Purchaser shall, ninety (90) days after the Closing, account to Seller for any pre-Closing arrearages collected, including the appropriate proportion of rent for the month in which the Closing occurs and shall remit the same to Seller. From and after Closing, Seller shall have no right to pursue any tenants for rents or any other amountsa Space Lease; provided, however, Seller be entitled in the event that the Space Lease Tenant fails to institute legal proceedings and otherwise attempt to collect any delinquent rents from tenants who are no longer in possession of the Property. The terms and provisions of this paragraph shall survive Closing hereunder. (2) the make applicable payments, Seller shall credit be responsible for the unpaid real estate taxes and assessments which relate to the period prior to the Closing and Purchaser shall be responsible for the amount of unpaid real estate taxes and assessments which relate to the security depositsperiod after the Closing); B. rents, if any, held by the Selleradditional rents, and all prepaid rents, if applicable. (3) Real Estate, ad valorem and personal property taxes, sewer rents and other charges and other state, county, school, district, municipal and other governmental and quasi-governmental taxes, payments to be made by or received by Seller pursuant to any Space Lease encumbering or benefiting the Property; C. charges and assessmentspayments to be made by or received by Seller pursuant to any REA encumbering or benefiting the Property; D. cash security deposits paid by Space Lease Tenants under the Space Leases, both general and special not theretofore applied, shall be prorated using the latest available millage rates and valuation, with credited by Seller responsible for payment of all such taxes, assessments and charges accruing prior to Closing and Purchaser responsible for payment of all such taxes, assessments and charges accruing from and after Closing. If, on the Closing Date; E. water, electric, telephone and all other utility and fuel charges (except to the Premises extent the same shall be the obligation of a Space Lease Tenant under a Space Lease; provided, however, in the event that the Space Lease Tenant fails to make applicable payments, Seller shall be responsible for the unpaid charges which relate to the period prior to the Closing and Purchaser shall be responsible for the unpaid charges which relate to the period after the Closing); F. assignable license and permit fees; G. deposits made by Seller with utility companies, governmental authorities or any part other Person, which deposits shall be assigned to Purchaser at Closing and shall be credited to Seller; and H. other operating expenses and any other customarily apportioned items. (ii) Generally: A. Real estate taxes shall be initially prorated on the basis of 100% of the most recent ascertainable ▇▇▇▇, but subject to reproration upon issuance of the actual bills therefor to effectuate the actual proration. Real estate taxes shall be apportioned on the basis of the fiscal period for which assessed. If as of the Closing Date any of the Properties or any portion thereof shall be or shall have been affected by any special or general assessments which are, are or which may become payable in annual installments, installments of which the first installment is then a charge or lienlien and has become payable, or has been paid, then responsibility for the purposes payment of this Agreement Seller shall pay all any unpaid installments of such assessments which are due prior to the extent accruing through the day of Closing Date shall be allocated to Seller, and Purchaser shall be responsible to pay all only the installments to the extent accruing subsequent to the day of Closing. This sub-section shall survive Closing. (4) Charges and payments under the Contracts to the extent that Purchaser assumes, is deemed to have assumed, or is required hereunder to assume, same pursuant to the terms of this Agreement. On or before the expiration of the Inspection Period, Purchaser may deliver written notice to Seller (the “Service Contracts Notice”) specifying any Contracts which Purchaser desires Seller to terminate at the Closing (the “Terminated Contracts”) and Seller shall deliver termination notices to such vendors within ten (10) business days after receipt of the Service Contracts Notice (such termination notices to include express instructions that such vendor shall not be permitted to enter upon or have access to the Property from and after the Closing Date); provided that (a) the effective date of such termination are due on or after Closing shall be subject to the express terms of such Terminated Contracts, and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, such vendor and Purchaser or Seller shall not be permitted to enter upon or have access make a payment to the Property from other to the extent necessary so that the total amount of such special or general assessment is apportioned as provided above. Except with respect to general real estate taxes (which shall be reprorated upon the issuance of the actual bills, if necessary), any proration which must be estimated at a Closing shall be reprorated and finally adjusted as soon as practicable after the Closing Date and shall look Closing, with any refunds payable to Seller or Purchaser to be made as soon as practicable. Seller shall have the right to prosecute and continue to prosecute subsequent to the Closing any tax certiorari proceedings for payment for any amounts due the tax year in which the Closing occurs and owing all prior tax years. Any refunds obtained, net of the reasonable expenses incurred in obtaining such refund, shall be paid to Purchaser to the extent of the amount thereof which is payable to the Space Lease Tenants under such Terminated Contract)the Space Leases, and the balance thereof, if any, shall be apportioned to the date preceding the date of the Closing, with any portion thereof allocable to periods subsequent to the date preceding the date of the Closing to be paid to Purchaser and the remainder to be paid to Seller. B. Water, electric, telephone and all other utility and fuel charges shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) 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 ten (10) Business Days prior to the Closing Date. C. In the event that a Space Lease Tenant is owed any additional funds as a result of any deficiency shown in a reconciliation of percentage rents, taxes or other operating expenses for the period of time prior to the Closing, Seller shall deliver to Purchaser the overpaid funds within twenty (20) days of receipt of notice from Purchaser; provided that Seller shall have a right to review any reconciliation and the related records prior to making any payments so long as such review is requested and completed within twenty (20) days of receipt of the aforementioned notice from Purchaser. (b) if With respect to any such Contract cannot by its terms be terminated at Closing without payment of any premium or penalty, it shall be assumed by Purchaser and not be a Terminated Contract (unless Purchaser agrees to pay such premium or penalty at Closing). If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Inspection PeriodLeased Property, there shall be no Terminated Contracts and Purchaser shall assume all Contracts set forth on Exhibit D proration of any income or expenses at the Closing. (5) All charges for utilities servicing the Premises, including, without limitation, charges for gas, electricity, water and sewerage. as Seller shall endeavor be responsible for all Additional Rent (as defined in the Leases) under the Leases. Additionally, Seller agrees to obtain meter readings of such utilities on or within seven (7) days be responsible for all Additional Rent with respect to the Leased Properties incurred prior to the Closing Date (other than meters measuring exclusively utility consumption which is “Pre-Closing Impositions”) and indemnify, defend and hold Purchaser harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, reasonable attorneys fees' and court costs) suffered or incurred as a result of or in connection with any failure by Seller to pay Pre-Closing Impositions. Seller shall cause any past due Pre-Closing Impositions to be paid in full by tenants under the Leases). Utility deposits, if any, shall belong at or prior to the Seller, and Purchaser will establish its own Utility deposits with utility providers as may be requiredClosing. (6c) all other income and ordinary and customarily prorated operating expenses for or pertaining to the Premises. B. In the event that the amount of any prorated item is not known on the Closing Date, the parties agree that such items shall be prorated at closing upon the basis of the best information available, and shall be adjusted when the actual amount(s) of such items are known, with appropriate charges and credits to be made. In the event any adjustment pursuant to this subparagraph 7.B., subsequent to the Closing Date, shall be necessitated, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. The provisions of this subparagraph 7 Section 5 shall survive the Closing Date for a period of one year, other than those provisions related to real property taxes and assessments which shall survive until ninety (90) days after the applicable tax ▇▇▇▇ is delivered to Purchaser and/or Seller. Closing. C. Not more than forty-eight (48) hours prior to Closing (“Walk Through Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready condition”, defined below. With respect to any rental unit that is vacated more than five (5) days prior to Closing that Seller has not placed in a “rent ready condition” Purchaser shall receive a credit against the Purchase Price at Closing in the amount of $750 per such unit. As used herein, “rent ready condition” means Seller’s practice and procedures, as of the date of this Agreement, for placing units in “rent ready condition”. Nothing contained in this Section 7(C) shall be construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. D. Seller shall pay (a) all State, County and City real estate transfer taxes, if any, (b) the cost for a standard ALTA Owner’s Policy of Title Insurance, (c) one half (1/2) of the recording fees required in connection with recording the Special Warranty Deed, and (d) one half (1/2) of the Escrow Holder’s escrow fee. Purchaser shall pay (a) one half (1/2) of the recording fees required in connection with the recording the Special Warranty Deed, (b) one half (1/2) of the Escrow Holder’s escrow fee, (c) the premium associated with the issuance of the Title Policy for any extended ALTA coverage and the cost of any endorsements to the Title Policy, (d) any costs of an updated survey, and (e) all of Purchaser’s financing costs. Each party shall pay its own attorney’s