Common use of Prorations Clause in Contracts

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and Purchaser the amounts thereof shall make its own replacement deposits for utilities be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as may be required by the respective utilities involvedto delinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous month. Receipt to Seller, Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser, and in the event Seller's obligations to attempt to collect Post- audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall expire one year from pay the Closing Datecost of performing Seller's audit. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis 3.2.1. The following shall be apportioned with respect to the Property as of the end of the Transition Period (i.e. adjusted for all tenants' liabilitiesas defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such items); operating expenses paid by Seller which are reimbursable by charges to be apportioned at Closing on the tenants for basis of the period most recent meter reading occurring prior to the Closing Date, less Closing; and (e) any amount previously paid by the tenants; unpaid other accrued or prepaid operating expenses for the period prior Property and, to the Closing Date extent customarily prorated on between a "net" basispurchaser and a seller in the Commonwealth of Massachusetts, as set forth above; and all any other items pertaining to the Property. 3.2.2. Notwithstanding anything contained in the foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of expense the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and income prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). delivered by Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after on the Closing Date, or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (iib) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such time as all such indebtedness is paid in full. Within ten (10) days following taxes and assessments which relates to the period before the end of each calendar month, the Transition Period and Purchaser shall pay the taxes and assessments prior to Seller Posttheir becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and shall be re-prorated post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller once final taxes and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant assessments for rent owed to ▇▇▇ler for any such period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedhave been determined. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following adjustments to the Purchase Price shall be made between Seller and other utility charges; fuels; prepaid operating expenses; real Purchaser: (a) The following items, as applicable, shall be prorated between Purchaser and personal property taxes prorated Seller on a "net" per diem basis as of the Closing Date: (i.e. adjusted for i) all tenants' liabilitiesnondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such items)current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; operating expenses paid by Seller and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are reimbursable not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the most recent ascertainable amounts of or other reliable information for each item of income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the tenants Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the reasonable control of the parties hereto, information necessary to calculate any proration, adjustment or credit for any item required to be prorated, adjusted or credited under this Section 10 is not available prior to Closing, then such items shall be prorated, adjusted or credited outside of escrow after Closing as soon as such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the other, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the other, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall be responsible for all days up to the Closing Date, and Purchaser shall be responsible for all days including and after the Closing Date. Except as otherwise expressly provided in this Agreement, all prorations shall be final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing Dateshall remain the property of Seller and be paid to Seller if, less as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other collection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, all amounts collected from such person shall be applied first to the amount previously paid of rents owing by the tenants; unpaid operating expenses such person for the period of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, Seller shall deliver to Purchaser at the offices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's cost, may retain a copy of the foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior ownership of the Property. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 Any provision of this Agreement to the contrary notwithstanding, after the Effective Date, Seller shall survive not undertake any tenant improvement work on any Unit without the Closing and the delivery and recording prior written consent of the DeedPurchaser, such consent not to be unreasonably withheld, conditioned or delayed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) All items of revenue and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated as of 11:59 pm on the Closing Date, less any amount previously paid by Date (the tenants; unpaid operating expenses for “Apportionment Time”) to allocate between (x) the period Joint Venture as it was constituted immediately prior to the Closing Date prorated on a "net" basis(collectively, the “Original Company”) and (y) Purchaser (as set forth above; and all other items 100% owner of expense and income the Joint Venture immediately following the Closing Date). Original Company shall be adjusted ratably entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of 12:01 a.m. the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date ("Proration Date"). Seller because of the unavailability of information shall be entitled tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (the “Proration True-Up Statement”), provided that with respect to a credit property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all transferable utility deposits transferred hereunderrelevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, and all other utility depositsby reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, if any, may shall be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required paid in cash by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within party obligated therefore within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary date of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of PostProration True-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedUp Statement. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. The following items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing: i) rents (exclusive of delinquent rents, but including prepaid rents); ii) refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); iii) water and other utility charges; iv) fuels; v) prepaid operating expenses; vi) real and personal property taxes and assessments ("Taxes") prorated on a "net" basis based on 105% of the most recent actual tax bills. The amount of the proration shall be calculated by (i.e. adjusted 1) determining the net amount (the "Net Amount") of (x) the amount of all Taxes accrued but not yet due and payable as of the Closing (based on the most recent actual bills), minus (y) the aggregate amount payable by tenants of the Property for all tenants' liabilitiestheir respective shares of Taxes for the time period covered by the proration; (2) multiplying the Net Amount by 105%. In addition, if anySeller shall give Purchaser a credit for the aggregate amount actually paid or deposited by tenants of the Property, as of the Closing, for such items)their respective shares of Taxes for the time period covered by the proration; vii) operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenantsTenants shall be credited to Seller; unpaid operating expenses for the period prior and viii) other similar items. Assessments payable in installments which are due subsequent to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as paid by Purchaser. If the amount of 12:01 a.m. any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All monies received after Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by from any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic will first be applied to rent owed by said tenant or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of such monies to current rent and other charges shall be deemed a "Post-Closing Receipt" until but only to the earlier to occur of (i) one year after the Closing Date, or (ii) extent such time as all such pre-closing indebtedness is has not been paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, set forth both current and delinquent rent amounts on tenant bills in an effort to collect all amounts owing from tenants, including those which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following items shall be adjusted and other utility charges; fuels; prepaid operating expenses; apportioned between Sellers and Purchaser as follows: (a) All non-delinquent ad valorem real estate and personal property taxes, charges and assessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to make such payments as shall be necessary to provide the appropriate credits resulting from such re-proration. (b) All non-delinquent rent and other income of the Properties, including, without limitation, other periodic rentals, additional rentals, escalation rentals, pass-throughs and other sums and charges payable under the Leases (collectively, "Rents") collected as of the Closing Date shall be prorated on a "net" per diem basis such that they are credited to Purchaser as of the Closing Date. Purchaser shall receive a credit for any Rents which have been prepaid as of the Closing Date. No later than five (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period 5) days prior to the Closing Date, less any amount previously Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the tenants; unpaid operating expenses applicable Tenant, and (iii) third, to the receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall use commercially reasonable efforts to collect such Rent receivables in the ordinary course of business, but shall not be obligated to engage a collection agency, take legal action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in accordance with the terms of this Section 6(b) shall survive the Closing, delinquent Rents which are not collected by Purchaser on or before the date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the same. To the extent any Seller receives any Rents after Closing, the same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b). (c) At Closing Purchaser shall receive a credit equal to the unapplied total of all security and other refundable tenant deposits then held by Sellers. One or more of the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to proration, provided that, at Closing, Sellers shall credit the Purchase Price for an amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that they are credited or charged to Purchaser, as applicable, as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the Closing Date prorated on Date. If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a "net" basisreading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, as set forth above; and all other items of expense such charges and income under the Assumed Contracts shall be adjusted ratably based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of 12:01 a.m. on the Closing Date by Sellers based on the average consumption for such tenants for the two ("Proration Date"). Seller 2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, Purchaser shall receive a credit for any Vacant Units (as defined below) that are not in Rent Ready Condition (as defined below) as of the date that is three (3) Business Days prior to the Closing Date in an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all transferable utility deposits transferred hereundertile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at the Properties that is unoccupied as of the Closing Date and that was vacated by the tenant most recently occupying such unit at least three (3) Business Days prior to the Closing Date (i.e., if a unit becomes vacant less than three (3) Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). If requested by Purchaser, representatives of Sellers and Purchaser shall conduct a walk-through (the "Walk-Through") of the Properties on or around the third (3rd) Business Day prior to the Closing Date in order to determine the amount of such credit, if any, and all other utility deposits, if any, may to be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense given to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and other utility chargesassumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the amount of 6% of prorated rents credited to Purchaser; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities (so long as no more than thirty (30) days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such prorations; provided, however, that such prorations shall be deemed final and not subject to further post-closing adjustments at 5:00 PM Chicago time on the day which is thirty (30) days following Closing, at which time all prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the preceding sentence shall survive the Closing. 13.2. Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent attributable to a tenant's occupancy of a portion of the Real Property for any period prior to the date of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and said Lease is not assigned to the Purchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty ("Proration 180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date"). During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant such portion of the Property who is indebted under a Lease for basic rent for any period prior cost of such listing and/or advertisement attributable to the Proration Date in an amount greater than period after Closing. (d) In the amount event any third party (such as telephone company or billboard company) makes a separate charge for the use of all current basic rent owed by said tenant such listings or advertising subsequent to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (iie) such time as all such indebtedness is paid Purchaser's temporary license set forth in fullthis paragraph shall expire on the date(s) set forth above. Within ten (10) days following If Purchaser continues to use the end name currently being used by the Property subsequent to the expiration date of each calendar monththis temporary license set forth above, then Purchaser shall be liable for and shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense owner of said rights a license fee equal to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days One Hundred Dollars ($100.00) for each day after the one-year anniversary permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the Closing Date, upon the written request of Seller, Purchaser shall deliver state where such Property is located to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver prevent such unauthorized use or to Seller recover any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddamages authorized by such laws. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Non-delinquent real property taxes and other utility charges; fuels; prepaid operating expenses; real any current installments on any improvement assessment liens, ▇▇▇▇▇-▇▇▇▇ bond payments and similar assessments affecting the Real Property and any personal property taxes affecting the Personal Property shall be prorated based on the most recent available tax bills using a "net" basis 30-day month and a 360-day year. Any increase in real property taxes and assessments arising out of the sale of the Real Property to Buyer (i.e. adjusted or its assignee), or a sale or change in ownership after the sale to Buyer, and any supplemental real property taxes and assessments arising out of any construction pertaining to the Real Property completed following the Close of Escrow shall be paid by Buyer when assessed, and Buyer shall indemnify Seller from and against all such taxes. Any supplemental real property taxes or private assessments arising out of any occurrence before the Close of Escrow shall be paid by Seller when assessed to the extent such taxes or assessments are attributable to any period before the Close of Escrow, and Seller shall indemnify Buyer from and against all such taxes and assessments. The parties’ indemnification obligations under this Section shall survive the Close of Escrow. (b) Non-delinquent rentals and other charges payable by tenants shall be prorated based on the updated Rent Roll delivered pursuant to Section 5(c)(v). Rentals are delinquent when payment thereof is more than thirty (30) days past due as of the Close of Escrow. In addition, rentals from a tenant less than thirty (30) days past due will be considered delinquent if that tenant also has at least one month of rental more than thirty days past due (e.g. if a tenant has not paid its monthly rental for all January of a year, and assuming a date after February 1 for the Close of Escrow, due to the January delinquency the rental for the month of February also will be considered delinquent even though it is less than thirty ((30) days past due). Escrow Holder shall credit the amount of security deposits held by Seller as shown on the Rent Roll against the Purchase Price payable by Buyer. Rentals collected by Seller not shown on the updated Rent Roll and delinquent rentals collected by Buyer as hereafter provided shall be prorated by the parties outside of escrow as of the Closing Date and paid to the entitled party as soon as practical from time to time as collected. After the Close of Escrow Buyer shall use its commercially reasonable efforts to collect any delinquent rentals, but Buyer shall not be required to file suit or evict a tenant. If, after making diligent efforts to collect delinquent rentals from any tenant or tenants' liabilities, or ninety (90) days after the Close of Escrow, whichever first occurs, Buyer elects not to file a legal action against such tenant or tenants, Buyer shall notify Seller, and Seller may file a legal action or actions against such tenant or tenants for the delinquent rentals owing to Seller except that Seller shall not pursue an eviction remedy. Delinquent rentals collected by Buyer, net of the reasonable costs of collection (including attorney’s fees), shall be applied first against rent accruing for the month in which the Closing occurs, then against any other amounts owing Buyer, then against other amounts most overdue. Percentage rent, if applicable and if any, for such items); the rental period including Closing shall be prorated upon receipt, based upon the tenant’s sales for the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (c) No later than two (2) business days before the Close of Escrow, the parties will prorate outside of escrow on an accrual basis all known deposits and operating expenses paid concerning the Property, refundable deposits held by Seller which are reimbursable by any governmental agency or utility that will be assigned to Buyer at the tenants for Close of Escrow. If any of the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to foregoing cannot be apportioned at the Closing Date prorated on a "net" basisbecause of the unavailability of the amounts which are to be apportioned, as set forth above; and all other such items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, apportioned and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year entitled party as soon as practicable after the Closing Date, or but in no event later than ninety (ii) such time as all such indebtedness is paid in full. Within ten (1090) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon Sewer, gas, electric, telephone and other utility charges, to the delivery extent not reimbursed or paid directly by tenants, shall not be prorated but shall be paid by Seller to the utility company. (d) Buyer and Seller shall take all steps necessary to effectuate the transfer of all utilities presently in Seller’s name into Buyer’s name as of the Post-Closing Receipts reconciliationClose of Escrow. Where necessary, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance Buyer will post deposits with the terms hereof. Purchaser utility companies. (e) All prorations and adjustments shall provide Seller with any information reasonably necessary to verify be made as of 12:00 midnight on the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from day immediately preceding the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water With respect to each Property, the following shall be adjusted between Contributor and Company and shall be prorated as of 12:01 A.M. local time on the Closing Date as if Company was the owner of the Property for the entire Closing Date: (a) Base rents (and, subject to Section 7.4(d) below, reimbursements for operating expenses, insurance, and Real Estate Taxes) payable under the Leases (the “Rents”) for the month of Closing shall be prorated as of the Closing Date, except that no proration shall be made for Rents which are due as of the Closing Date but which have not been paid by Tenants as of the Closing Date (hereinafter called the “Delinquent Rents”). Any Delinquent Rents collected after the Closing shall be applied as follows: (i) first, to the calendar month for which the payment is made; (ii) second, to post-Closing delinquencies owed to Company; (iii) third, to Company’s costs of collecting post-Closing delinquencies, and (iv) fourth, to pre-Closing delinquencies owed to Contributor. For a period of one hundred twenty (120) days after the Closing, Company shall use reasonable efforts to collect any Delinquent Rents that accrued prior to the Closing Date and to collect from the Defaulting Tenants any delinquent amounts for base rents, additional rents, percentage rents and other utility Tenant charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if anydamages, for such items); operating expenses paid by Seller which are reimbursable by the tenants or costs for the period prior to the Closing or otherwise owed and immediately pay to Contributor any such amounts actually collected. Without limiting the foregoing, Contributor shall have the right to pursue all remedies against any Tenant or Defaulting Tenant to collect Delinquent Rents, provided that Contributor may not seek as a remedy in any litigation against a Tenant the termination of any Lease or the dispossession of any Tenant. Contributor and Company each agrees to forward any Rents received by it after the Closing Date to the other, if and as applicable hereunder, for application in accordance with the provisions hereof. This Section 7.4(a) shall survive Closing. (b) Real Estate Taxes due and payable in the calendar year of Closing relating to the Property shall be prorated as of the Closing Date except to the extent payable or reimbursable by Tenants on an annual or semi-annual basis. If the Closing shall occur before the Real Estate Tax rate is fixed for the then current year, the apportionment of Real Estate Taxes shall be made on the basis of the Real Estate Tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the Real Estate Taxes actually due for the current year are more or less than the Real Estate Taxes for the preceding year, then within thirty (30) days after the issuance of the then current year’s Real Estate Tax ▇▇▇▇, Contributor and Company shall adjust the proration of such Real Estate Taxes and Contributor or Company, as the case may be, shall pay to the other any amount required as a result of such adjustment. (c) All items of expense for the Property, including but not limited to utility charges, maintenance charges, and charges under the Contracts (but excluding any such charges paid or payable directly by Tenants to parties other than Contributor), shall be prorated as of Closing Date. Contributor and Company shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final ▇▇▇▇ to Contributor with Company being designated the billing party in lieu of Contributor for all utilities that may be in the name of Contributor from and after the Closing Date. Contributor shall be entitled to retain any deposits of Contributor held by utility companies with respect to the Property. (d) Contributor shall be entitled to receive and retain all amounts payable by Tenants as estimated payments for Real Estate Taxes, operating expenses and other pass-through items through the Closing Date. On or before the date that is three (3) days prior to the Closing Date, Contributor shall provide Company with an operating expense statement setting forth (i) the actual costs incurred by Contributor for Real Estate Taxes, operating expenses and other pass-through items during Contributor’s period of ownership that are reimbursable to Contributor, as landlord, by Tenants under the Leases for calendar years 2015 and 2016 (collectively, the “Reimbursable Expenses”); (ii) the Tenant reimbursements for such amounts actually paid to Contributor by Tenants for calendar years 2015 and 2016 (“Actual Tenant Reimbursements”); and (iii) a reconciliation of the difference between the two (i.e., establishing that the Reimbursable Expenses were either more or less any than the Actual Tenant Reimbursements). Company shall be responsible for calculating the year-end reconciliations of Tenant reimbursements of such amounts for calendar year 2016 and shall deliver such calculations to Contributor no later than April 1, 2017. Any amount previously due Contributor pursuant to the foregoing calculations (in the event the Actual Tenant Reimbursements are less than the Reimbursable Expenses) or Company (in the event the Actual Tenant Reimbursements are more than the Reimbursable Expenses), as the case may be, shall be paid by Company to Contributor or by Contributor to Company, as the tenantscase may be, on or before April 30, 2017. Company shall use good faith, commercially reasonable efforts to collect any additional Tenant reimbursements due from Tenants; unpaid operating expenses provided, however, that Company shall not be required to ▇▇▇ any Tenant for such amount or dispossess any Tenant from its premises. (e) Except as otherwise provided in Section 7.4(b), in the case of any Taxes that are imposed on a periodic basis and are payable for any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of such Tax which relates to the Tax period (or portion thereof) ending on or prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income (the “Pre-Closing Period”) shall be adjusted ratably as (i) in the case of 12:01 a.m. any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if anyand the denominator of which is the number of days in the entire Straddle Period, and all other utility deposits(ii) in the case of any Tax based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed equal to the amount which would be payable if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following Straddle Period ended on the Closing Date by any tenant based on an interim closing of the Property who is indebted under a Lease books. After the Closing, Contributor shall, be responsible for basic rent for any period prior and shall indemnify the Company (and each of its members) and hold it harmless from and against: (x) all Taxes relating to the Proration Date in an amount greater than the amount of Properties for all current basic rent owed by said tenant to Purchaser shall be deemed a "PostPre-Closing Receipt" until Periods, (y) with respect to any Straddle Period, all Taxes relating to the earlier Properties attributable to occur the portion of (i) one year after such Straddle Period that ends on and includes the Closing Date, or and (iiz) such time as any and all such indebtedness is paid in full. Within ten (10) days following the end Taxes of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary any Person imposed on any of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery Entities or any member of the Post-Closing Receipts reconciliationEntities as a transferee or successor, Purchaser shall deliver by contract or otherwise, which Taxes relate to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with an event or transaction occurring before the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage (f) Contributor shall calculate the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.prorations contemplated by this Section 7.4

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants The Purchase Price for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income Property shall be adjusted ratably subject to prorations and credits as follows to be determined as of 12:01 a.m. on the Closing Date: 1. Rents Payable Under Tenant Leases. Any portion of any rents collected subsequent to the Closing Date ("Proration and properly allocable to periods prior to the Closing Date"), net of Purchaser's third-party costs of collection, if any, shall be paid, promptly after receipt, to the Seller, but subject to all of the provisions of this Section; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be paid to Purchaser. Any amount collected from a tenant shall first be applied to such tenant's current monthly rental and then to past due amounts in the reverse order in which they were due. Any advance rental payments or deposits paid by tenants prior to the Closing Date and applicable to the periods of time subsequent to the Closing Date and any security deposits or other amounts paid by tenants, together with any interest on both thereof to the extent such interest is due to tenants, shall be credited to Purchaser on the Closing Date. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants until said sums are paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be entitled to a credit for all transferable utility deposits transferred hereunderfood service, if anybar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, Motel banquet and conference facility operations, and all other utility deposits, if any, may be withdrawn by and refunded revenue of any kind attributable to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease same for basic rent for any the period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year on and after 12:01 a.m. on the Closing Date, or . Purchaser shall pay over to Seller all collections of accounts receivable in connection with the Properties which have accrued as of Closing (ii) such time as all such indebtedness is paid in fullthe "Closing Accounts Receivable"). Within ten By no later than sixty (1060) days following the end of each calendar monthafter Closing, Purchaser shall pay to Seller Post-an amount equal to the remaining Closing Receipts collected in the previous monthAccounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser Seller shall deliver to Seller Purchaser or provide Purchaser a reconciliation statement of Postcredit against the Purchase Price for the Properties in an amount equal to all guest reservation deposits held by the Motels for Motel guests arriving or staying after check-Closing Receipts through out time for the first year after Motel on the Closing Date. Upon the delivery All collections of the Post-Motel receivables from any party after Closing Receipts reconciliation, Purchaser shall deliver be applied first to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year receivables due from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period such party which have accrued prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedsecond to receivables due from such party which have accrued after Closing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, together with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges; fuels; prepaid operating expenses; real and personal property taxes prorated . If there are meters on a "net" basis the Real Property, Seller will cause readings of all said meters to be performed not more than three (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period 3) Business Days prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date prorated on a (the "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration DateCLOSING STATEMENT"). Seller The Closing Statement, once agreed upon, shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, signed by Purchaser and all other utility deposits, if any, may Seller. The proration shall be withdrawn paid at Closing by and refunded Purchaser to Seller and (if the prorations result in a net credit to Seller) or by Seller to Purchaser shall make its own replacement deposits for utilities as may (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be required delivered by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant Purchaser in payment of the Property who is indebted under a Lease for basic rent for any period prior to Purchase Price at the Closing. If the actual amounts of the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time Items are not known as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller, Purchaser shall deliver 's insurance policies will not be assigned to Seller a reconciliation statement Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of Post-Closing Receipts through the first year after the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Upon Seller will be entitled to all deposits presently in effect with the delivery utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also receive a credit on the Closing Statement for the prorated amount (as of the Post-Closing Receipts reconciliation, Purchaser shall deliver Proration Time) of all Rental previously paid to Seller any Post-Closing Receipts owing to or collected by Seller and not previously delivered attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under its Lease, to the extent the same exceeds any expense stop specified in accordance with such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy Leases or from other occupants or users of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing Property. Rental is "DELINQUENT" when it was due prior to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. With respect to Tenants still in occupancy, Purchaser agrees to use commercially reasonable efforts with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller shall retain by any Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to sue any pursue the collection of Delinquent Rental. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant for rent owed to specific ▇▇▇ler ▇▇▇▇▇ for any period prior tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current Rental (which may include delinquencies owed to Seller for the Proration Datecalendar month of Closing) and then to delinquencies owed by such Tenant to Seller. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedAny sums due Seller will be promptly remitted to Seller. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and other utility charges; fuels; prepaid operating expenses; special district (if any) real property taxes, special taxes and personal assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Closing Date, less any amount previously paid Close of Escrow. All rental payments and other tenant charges and additional rents received by the tenants; unpaid operating expenses for the period prior to Buyer from a tenant after the Closing Date prorated on a "net" basis, shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above; , Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and all other items of expense tenant charges and income shall be adjusted ratably as of 12:01 a.m. on additional rents received after the Closing Date ("Proration Date")attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. Seller In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to a credit for all transferable utility deposits transferred hereunderan adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, if anybut not limited to, and all other utility depositsitems set forth in this Article 5), if any, may the adjustment shall be withdrawn by and refunded made subsequent to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of within thirty (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (1030) days following the end final determination of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in 2012 taxes and assessments for the previous monthProject (the “Final Adjustment Date”). Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 The provisions of this Agreement Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and the delivery and recording of the Deedshall not be deemed merged into any instrument delivered at Closing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following items relating to the Assets and other utility charges; fuels; prepaid operating expenses; real the ownership and personal property taxes prorated on a "net" basis (i.e. adjusted operation of the Generating Assets will be allocated pro rata per diem for all tenants' liabilitiesthe tax year that includes the date of Closing, if any, with Seller liable for such items); operating expenses paid by Seller which items to the extent they are reimbursable by the tenants for allocable to the period prior to the date of the Closing Dateand Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, less any additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount previously paid of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the tenants; unpaid operating expenses for parties, the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the net amount of all current basic rent owed by said tenant such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, based upon the written Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through on the first year one hand, or Purchaser, on the other hand, made within sixty (60) days after the Closing Datedate that the actual amounts become available. Upon Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the delivery extent required by any approval of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy transfer of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior FERC project licenses related to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording Hydro Units, Seller agrees to pay all annual charges accrued under such licenses as of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All normal and other utility charges; fuels; prepaid operating expenses; real and customarily proratable items relating to the Purchased Assets, including, without limitation, Real Property Taxes, personal property taxes taxes, utility bills, alarm and security bills, ground lease rent and tower lease rent (collectively, the "Closing Date Prorations") shall be prorated on a "net" basis (i.e. adjusted for all tenantsas of such assets' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the respective Closing Date, less any Seller being charged and credited for all of the same up to such date ("Seller's Closing Date Prorations") and Purchaser being charged and credited for all of the same on and after such date ("Purchaser's Closing Date Prorations"). All earn▇▇▇ ▇▇▇ey deposits held by Seller under Tower Leases for which Purchaser assumes liability under a Tower Lease Assignment and Assumption Agreement shall be credited in favor of Purchaser against the Purchase Price. The Pre-Paid Expenses shall be credited in favor of Seller against the Purchase Price in the aggregate amount previously paid by thereof. Within ninety (90) days after each Closing Date, the tenants; unpaid operating expenses for the period prior to Seller will prepare and notify Purchaser of the Closing Date prorated on a "net" basis, as set forth above; and all other items Prorations applicable to such Closing Date. If Purchaser disagrees with Seller's calculation of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date Prorations, Purchaser will notify Seller within five (5) business days after receipt of the calculation. If the parties cannot resolve a disagreement as to such calculation within three (3) business days thereafter, they shall promptly submit the disagreement to an arbitrator mutually selected by the parties (the "Proration DateArbitrator"). Seller shall be entitled , whose decision with respect to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the such Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall Prorations (which decision must be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within rendered within ten (10) business days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous monthafter submission) will be final and binding. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the and Seller will each pay one-year anniversary half of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery expenses of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedArbitrator. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Rents and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); any additional operating expenses paid by Seller which are reimbursable by payable under the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income Lease shall be adjusted ratably prorated as of 12:01 a.m. on April 1, 2000 (the Closing Date ("Proration Date"). , with Seller shall be entitled to a credit being responsible for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period such amounts accruing prior to the Proration Date and Buyer being responsible for the amounts accruing on or after the Proration Date. Notwithstanding the foregoing, Seller shall receive a credit at the Closing in an amount greater than the amount of all current basic rent owed the Monthly Base Rent (as defined in the Lease), Real Property Taxes (as defined in the Lease), and operating expenses due under the Lease for each day on and after April 1, 2000 and up to the Closing Date (to the extent such amounts have previously been paid by said tenant Seller to Purchaser KREG or Kilr▇▇) ▇▇d Buyer shall be deemed responsible for paying the Monthly Base Rent, Real Property Taxes, and operating expenses due under the Lease for each day on and after April 1, 2000 and up to the Closing Date directly to KREG or Kilr▇▇ (▇▇ the extent such amounts have not previously been paid by Seller to KREG or Kilr▇▇, ▇▇cluding, without limitation, Monthly Base Rent for the month of April). The amount of the security deposit under the MPower Sublease shall be credited to Buyer at the Closing, in addition to the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. Buyer is responsible for the payment of all leasing commissions in connection with the MPower Sublease and iXL Sublease. Buyer shall reimburse Seller at Closing for certain tenant improvement costs and building system costs in connection with the tenant improvement work for MPower and iXL in the amount and as more fully set forth on SCHEDULE 2 attached hereto and made a "Post-Closing Receipt" until part hereof. Buyer and Seller hereby agree that if any of the earlier to occur of (i) one year after aforesaid prorations and credits cannot be calculated accurately on the Closing Date, or (ii) such time then the same shall be calculated as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year soon as reasonably practicable after the Closing DateDate and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. Upon Without limiting the delivery of the Post-Closing Receipts reconciliationforegoing, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain remain liable for all monetary obligations under the right to sue any tenant for rent owed to ▇▇▇ler for any period Lease, MPower Sublease and iXL Sublease which accrued prior to the Proration Date. (b) Seller shall pay one-half (1/2) of the escrow fee and the costs of obtaining the CLTA portion of the Title Policy. This Paragraph 15.2 Buyer shall pay the costs of obtaining the ALTA portion of the Title Policy, the cost of any endorsements and one-half (1/2) of the escrow fee. Any other expenses of the escrow for the sale shall be paid by Buyer and Seller in accordance with customary practice as determined by the Title Company. (c) The provisions of this Agreement Section 6.4 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Seller and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes prorated and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of 12:01 a.m. the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date Time, in which event no proration will be made at the Closing with respect to utility bills ("Proration Date"except to the extent covered by the proration of Operating Expense Recoveries). Seller shall will be entitled to a credit for all transferable deposits presently in effect with the utility deposits transferred hereunder, if anyproviders, and all other utility deposits, if any, may Purchaser will be withdrawn by and refunded obligated to Seller and Purchaser shall make its own replacement arrangements for deposits for with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date by has occurred, and in the event any tenant of the Property who is indebted under a Lease for basic rent for any period items subject to proration hereunder are discovered prior to the Final Proration Date in an amount greater than Date, the amount of all current basic rent owed by said tenant to Purchaser same shall be deemed a "Post-Closing Receipt" until promptly prorated by the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and Purchaser shall provide Seller with any information reasonably necessary hereby agree to verify use the accuracy following, estimated 2016 real estate taxes and assessments for purposes of the Post-Closing Receipts reconciliation statement and upon proration of same 38 at Closing: (x) $1,452,200.00 for the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing Champions Village Real Property and the delivery Champions Village Improvements and recording of (y) $178,200.00 for the DeedOak Park Real Property and the Oak Park Improvements. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rental, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits and any prepaid operating expenses; real rents, together with interest required to be paid thereon. The amount of any cash Security Deposits held by Seller under Leases shall be credited against the Purchase Price (and personal property taxes prorated on Seller shall be entitled to retain such cash security deposits), and any Security Deposits in the form of letters of credit (collectively, the “Letters of Credit”) shall be transferred to Purchaser as set forth below. Within three (3) Business Days after the Closing Date, Seller shall (1) deliver to the issuers of the Letters of Credit the required transfer documents in order for the issuers to process a "net" basis change in the beneficiary and pay (i.e. adjusted or cause the Tenant to pay) any required transfer fee, with copies provided to Purchaser, or (2) if a Letter of Credit is not transferrable by its terms, insert in the Tenant Notice Letter to the respective Tenant demanding such Tenant to either deliver a replacement cash or letter of credit security deposit to Purchaser for all tenants' liabilitiesthe requisite security deposit pursuant to the terms and conditions of the applicable Lease, if any, and Seller shall return such Letter of Credit to the issuer at such time Purchaser confirms to Seller that such replacement cash or letter of credit security deposit was delivered to Purchaser. To the extent a required transfer fee for such items); operating expenses which a Tenant is responsible under its Lease is paid by Seller, Purchaser shall ▇▇▇▇ the Tenant and use commercially reasonable efforts to seek to collect such amounts on behalf of Seller which after Closing; it being understood and agreed that Purchaser shall have no obligation to commence any legal action against any Tenant. To the extent that any Letter of Credit is not transferred to Purchaser at Closing, or the documents delivered to effect such transfer are reimbursable not accepted by the tenants issuer thereof, Seller shall, at Purchaser’s request and with Purchaser’s cooperation, reasonably cooperate with Purchaser as Purchaser shall reasonably request to effect such transfer. For any Letter of Credit to be transferred after Closing, until such transfer is effected: (A) at Purchaser’s instruction upon a Tenant default, Seller will draw upon the Letter of Credit and pay the proceeds to Purchaser; and (B) under no circumstances will Seller draw upon the Letter of Credit without written authorization from Purchaser. Seller agrees that after the expiration of the Evaluation Period it will not pursue any eviction action or initiate any litigation against any Tenants or apply or draw on any Security Deposits of any Tenants against the payment of rent or other default of a Tenant; provided that Seller shall give prompt notice to Purchaser for any such application or draw of Security Deposits prior to the period expiration of the Evaluation Period. Seller’s and Purchaser’s obligations under this Section 10.4(a)(ii) shall survive Closing. (iii) Reserved. (iv) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, less and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any amount previously deposits with the utility providers. (v) Real estate taxes and assessments due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes and assessments shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes and assessments (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property and/or Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Real Property and/or Improvements results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid by or credits are given before or after Closing. Any tax refunds or credits attributable to the tenants; unpaid operating tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year, but only after giving effect to any tax exemption that may otherwise be available to Purchaser post-Closing. For example, if the Purchaser is totally exempt from the payment of real estate taxes post-Closing, then Purchaser would not share in any portion of the refund or credit. If, however, the Purchaser is only partially exempt, then the apportionment shall be based on each party’s respective percentage of the total real estate tax obligations of the Property for such tax year. The expenses of any tax appeals for the period in which the Closing occurs shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (vii) Rents and other charges payable under the Ground Lease. (viii) Common charges, assessments, and other charges and expenses with respect to the Condominium due and payable pursuant to the Condominium Documents for the month in which the Closing occurs. (ix) Charges, assessments and fees due and payable, if any, pursuant to the applicable Association Documents for the month in which the Closing occurs. (x) Amounts payable under the Service Contracts. For avoidance of doubt, Purchaser shall be responsible for amounts payable during any post-Closing “tail period” under any Service Contracts which are being terminated by a Service Contract Termination Notice. (xi) If at the time of Closing, the Real Property is affected by an assessment or assessments that are or may become payable in installments, the assessments payable on the date of or after Closing shall be payable by Purchaser, and the assessments payable prior to Closing shall be paid by Seller at or prior to Closing and any such payments by Seller or Purchaser shall be apportioned at Closing based on the customary rules and protocols of the location of each Property. (xii) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated in accordance with the customary rules and protocols of the location of each Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser and Escrow Agent for review prior to the Closing Date prorated on a "net" basis(the “Preliminary Closing Statement”). The Preliminary Closing Statement, as set forth above; and all other items of expense and income once finalized, shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). signed by Purchaser, Seller and Escrow Agent, and shall be entitled to a credit the “Closing Statement” for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, the transaction. The Closing Statement may be withdrawn delivered electronically. The prorations shall be paid at Closing by and refunded Purchaser to Seller and (if the prorations result in a net credit to Seller) or by Seller to Purchaser shall make its own replacement deposits for utilities as may (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be required delivered by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant Purchaser in payment of the Property who is indebted under a Lease for basic rent for any period prior to Purchase Price at the Closing. If the actual amounts of the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time Items are not known as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months; provided, however, that the provisions of Section 10.4(a)(v) shall survive until the date that is thirty (30) days following Purchaser’s receipt of the final tax ▇▇▇▇ or the resolution of any tax appeal, whichever is later, with respect to each Property. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and Purchaser shall deliver apply such Rental as set forth below. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to Seller a reconciliation statement the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of Post-Closing Receipts through the first year after Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Upon Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures during the delivery first twelve (12) full calendar months after Closing with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the Post-Closing Receipts reconciliation, Purchaser shall deliver failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Post-Tenant. All sums collected by Purchaser from and after Closing Receipts owing from Seller and/or each Tenant in respect of Delinquent Rental, Operating Expenses, or tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the request of a Tenant or other specific services, will be applied (i) first, to Seller amounts which are then due and not previously delivered to Seller payable in accordance connection with the terms hereofmonth in which the Closing occurred, (ii) second, to amounts which are then due and payable in connection with the month or months following Closing, and (iii) third, to amounts which are then due and payable in connection with the month or months preceding Closing. Purchaser shall provide Any sums due Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing will be promptly remitted to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain reserves the right to sue any tenant for rent owed to ▇▇▇ler ▇ and collect from Tenants any Delinquent Rental for any period periods prior to the Proration DateClosing, but may not pursue any eviction actions or initiate any litigation in pursuit of such Delinquent Rents. This Paragraph 15.2 The provisions of this Agreement shall Section 10.4(b) will survive the Closing and for twelve (12) months, except that the delivery and recording preceding sentence of the Deedthis Section 10.4(b) shall survive Closing without such 12-month limitation. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following items shall be prorated between Seller and Purchaser as of midnight of the day immediately preceding the Closing Date (as defined below) (with Purchaser being charged or credited for the Closing Date, as applicable): (i) Seller shall be responsible for the payment of all general real estate, personal property and ad valorem taxes due and payable prior to Closing. general real estate, personal property and ad valorem taxes shall be prorated as of the Closing Date on an accrual basis such that Seller shall pay for all such taxes that become due and payable prior to the Closing Date, and shall provide a credit to Purchaser (based on One Hundred Five percent (105%) of the total of the taxes calculated using the most recent available assessed value, tax rate and equalization factor) for all such taxes that are attributable to the period prior to the Closing Date but which are not yet due or payable, and Purchaser shall pay all such taxes that become due and payable from and after the Closing Date. Tax prorations shall be final as of Closing. (ii) All charges for gas, electricity, sewer, trash, telephone, water and other utility charges; fuels; prepaid operating expenses; real utilities serving the Property shall be read and personal property taxes prorated on a "net" basis (i.e. adjusted terminated as of midnight of the day prior to Closing whereupon Seller shall be responsible for and shall pay for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for charges first accruing or relating to the period prior to the Closing Date. (iii) Both paid and unpaid charges under the Surviving Service Contracts (if any), less including any amount previously paid by one-time or bonus payments under any cable or telecommunications contracts. (iv) Unless expressly provided otherwise herein, such other items that are customary prorated in a purchase and sale of the tenants; unpaid operating expenses type contemplated hereunder shall be prorated as of midnight of the day immediately preceding the Closing. (v) All amounts payable, owing or incurred in connection with the Property shall be prorated as of the Closing Date. All sums due for such accounts payable which are attributable to the period prior to the Closing Date prorated on a "net" basiswill be paid by Seller, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on or if Seller has not received the bill or invoice therefor, or has received but not paid such bill or invoice, prior to the Closing Date, at Purchaser’s election, Purchaser will either (i) furnish to Seller such bills or invoices received after the Closing Date for payment by Seller ("Proration Date"). and Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and pay all other utility deposits, if any, may be withdrawn by and refunded such bills or invoices received but not paid prior to Seller Closing) and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Datewill have no further obligation with respect thereto, or (ii) pay such time as all such indebtedness is paid in full. Within ten (10) days following the end bill or invoice on behalf of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered be entitled to reimbursement thereof by Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedon demand. 15.3 Seller covenants to operate(vi) All prorations shall be final, maintain and manage the Property except as otherwise expressly provided in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualtythis Section 10(a) above.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated The following prorations shall be made as of 12:01 a.m. on the day the Closing occurs on the basis of a "net" basis 365- day year. At least two (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period 2) business days prior to the Closing Date, less Escrow Holder shall deliver to Seller and Buyer a tentative proration schedule setting forth a preliminary determination. 5.2.1 Rentals, prepaid rentals and prepaid payments (and all accrued interest thereon, if any) (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing and for all security deposits held by Seller. Buyer shall not receive a credit for any amount previously paid by Rent Seller has not received as of the tenants; unpaid operating expenses for Closing which is allocable to the period prior to the Closing. If Buyer shall collect any such Rent after the Closing, Buyer shall promptly pay the same to Seller (provided that all rent collected by Buyer after Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled first applied to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic unpaid rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year accruing after the Closing Date). 5.2.2 Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the Property. 5.2.3 Any adjustments or prorations not finally determined or agreed upon as of the Closing Date shall be paid by Buyer to Seller, or (ii) such by Seller to Buyer, as the case may be, from time to time in cash as all such indebtedness is paid in full. Within ten (10) days soon as practicable following the receipt or determination of the information necessary to make the adjustments after the Closing Date. 5.2.4 Without limiting the generality of Section 5.2.3, after the adjustments with tenants under the Leases at the end of each the calendar monthyear in which the Closing occurs (or other applicable period) for taxes, Purchaser assessments, maintenance charges and operating expenses (collectively, "CAM Charges"), Buyer shall pay prepare and present to Seller Posta calculation of the re-Closing Receipts collected in proration of taxes, assessments, CAM Charges and those operating expenses to which the previous monthCAM Charges relate, based on the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. Purchaser The parties shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer's calculation. In addition, Seller shall provide Buyer with a credit for any unpaid tenant improvement expenses that are the one-landlord's obligation under Leases (other than New Documents and other than the $38,200 tenant improvement expense under the Lease with the University of Phoenix), and a credit for any free rent granted to tenants under Leases other than New Documents (other than the one month of free rent granted to the University of Phoenix for the month of March 2000). Seller represents to Buyer that Seller shall not dissolve or otherwise cease conducting business within one year anniversary after Closing and shall maintain sufficient assets to enable it to reasonably comply with its obligations under this paragraph and satisfy its other indemnification obligations under this Agreement. 5.2.5 For a period of twelve (12) months following the Closing Date, upon the written request of Seller, Purchaser Buyer and Buyer's successors and assigns shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing make available to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. and Seller shall retain the right make available to sue any tenant for rent owed to ▇▇▇ler for any period prior Buyer and Buyer's successors and assigns, and their respective employees, agents and representatives, all books and records maintained with respect to the Proration Date. This Paragraph 15.2 Property which relate to any of the items to be prorated or allocated under this Agreement in connection with the Closing, which books and records shall survive be made available for inspection and copying upon reasonable notice during ordinary business hours. Any such inspection shall be at reasonable intervals and at the Closing inspecting party's sole cost and the delivery and recording of the Deedexpense. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All revenues, income, receivables, costs, expenses and other utility charges; fuels; prepaid operating expenses; payables of the Property shall be apportioned equitably between the parties as of Closing on the basis of the actual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportion- ment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the due from occupancy tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basisunder Tenant Leases, as set forth aboveand when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in its normal billing and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on pursue the collection thereof in good faith after the Closing Date ("Proration Date"but Purchaser shall not be required to litigate or declare a default in any Tenant Lease). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and To the extent Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant receives amounts on account of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or (ii) such time as all such indebtedness otherwise affect amounts owed thereunder for any period in which Seller is paid in fullentitled to receive its share of charges or amounts without first obtaining Seller's written consent. Within ten (10) days following Seller hereby reserves the end of each calendar month, Purchaser shall pay right to Seller Post-Closing Receipts collected in the previous monthpursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall use its reasonable, good faith efforts, at reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after longer tenants of the one-year anniversary Property as of the Closing Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the written request latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser shall deliver assuming the obligation to Seller a reconciliation statement of Post-Closing Receipts through the first year pay any installment due after the Closing Date). Upon In no event shall Seller be charged with or be responsible for any increase in the delivery taxes on the Property resulting from the sale of the Post-Property or from any improvements made or lease entered into on or after the Closing Receipts reconciliationDate. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the Property, and Purchaser shall deliver transfer all such utility services to Seller any Post-Closing Receipts owing to Seller its name and not previously delivered to Seller account immediately upon Closing; (vi) Service Contracts on the basis of the charge or premium for the period involved; (vii) Tenant improvements and leasing commissions in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy management and operation of the Post-Closing Receipts reconciliation statement Property. No insurance policies shall be assigned hereunder, and upon the verification accordingly there shall be no proration of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedinsurance premiums. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by on the respective utilities involved. Assessments, excluding regular ad valorem basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable inin installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). 15.2 All basic (b) Subject to this Section 5.4.1(b), all fixed rent paid following and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property who is indebted under a Lease for basic obligated to pay percentage rent for any period prior based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Proration Date in an amount greater than Percentage Rent Year, remit to Seller that portion which is equal to the amount number of all current basic rent owed by said days which elapsed between the commencement date of the Percentage Rent Year for each such tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax refund received by Seller and arising out of the tax certiorari proceedings for calendar years 2003 through 2006. This provision shall survive the Closing. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the written request basis of Sellerthe tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, Purchaser the apportionment of taxes or assessments shall deliver be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller a reconciliation statement of Post-Closing Receipts through the first year for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the date hereof. Seller shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall provide be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller with Leasing Costs for any information reasonably necessary new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to verify Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the accuracy of applicable lease or other agreement delivered to Purchaser at the Post-time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing Receipts reconciliation statement and upon Seller has paid any Purchaser Leasing Costs, the verification of additional funds owing prorations at the Closing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay to such unpaid Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from Leasing Costs, and the prorations at the Closing Date. shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall retain the right to sue any tenant be responsible for rent owed to ▇▇▇ler for any period prior paying all fees, costs or commissions owing to the Proration Date. This Paragraph 15.2 Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 At Closing, the Purchaser shall be receive a credit against the Purchase Price in the amount of $2,600,000. 5.4.6 The provisions of this Agreement Section 5.4 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents [i.e. unpaid on the Closing Date], but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period date prior to the Closing Date, less any amount previously paid by and credited against the tenants; unpaid operating expenses balance of the cash due at Closing. Seller shall receive a credit for the period prior compensation payable to its manager on the Closing Date. Assessments payable in installments which are due subsequent to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as paid by Purchaser. If the amount of 12:01 a.m. any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the Closing Date ("Proration Date")basis of the most recent ascertainable data. Seller shall All prorations will be entitled final except as to a credit for all transferable utility deposits transferred hereunder, if anydelinquent rent referred to in Paragraph 12.2 below, and all other utility deposits, if any, may be withdrawn by except as provided in the last sentence of this section. The parties agree to make such post-closing and refunded to Seller and Purchaser shall make its own replacement deposits for utilities readjustments as may be required by due to errors and omissions in the respective utilities involvedprorations or due to obtaining actual amounts for items which were prorated based on estimates within thirty (30) days after the Closing Date. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent and any past due rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderhereunder but shall have no obligation to bring legal action. Within 30 days after the one-year anniversary of If Purchaser expends funds to collect rent due prior to the Closing Date, upon Purchaser shall be reimbursed its collection expenses from any delinquent rent collected. Within 120 days after the written request of SellerClosing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The Purchase Price for the Property shall be subject to prorations and credits as follows to be determined as of 12:01 A.M. on the Closing Date, the Closing Date being a day of income and expense to Purchaser: 1. Hotel Revenues. Except as set forth below, Seller shall be entitled to all hotel room, food service, bar, beverage and liquor revenues and charges and all revenues and charges from hotel room operations, restaurant operations, hotel banquet and conference facility operations, and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by revenue of any kind attributable to the tenants same for the period prior to 12:01 a.m. on the Closing Date. Purchaser shall be entitled to all hotel room, food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, hotel banquet and conference facility operations, and all other revenue of any kind attributable to any of the same for the period on and after 12:01 a.m. on the Closing Date. Notwithstanding the foregoing, Purchaser shall be entitled to one-half (1/2) of the revenue from hotel rooms at the Project for the night preceding the Closing. Purchaser shall not give Seller a credit at Closing for any accounts receivable in connection with the Project as of Closing; but Purchaser shall use reasonable efforts to collect such accounts receivable and shall remit them to Seller within fifteen (15) days of collection, less all reasonable costs of collection; provided, however, any collection of account receivables shall be applied to those accounts designated by the payor, and, if there is no such designation, first to undisputed accounts receivable accruing prior to Closing but less than ninety (90) days old and then to undisputed accounts receivable accruing after Closing and lastly to undisputed accounts receivable accruing prior to Closing which are more than ninety (90) days old. Seller shall deliver to Purchaser or provide Purchaser a credit against the Purchase Price for the Project in an amount equal to all guest reservation deposits held by the hotel for hotel guests arriving or staying after check out time for the Project on the Closing Date. If any account receivable accruing prior to the Closing is not paid within forty-five (45) days of the due date, Seller may elect to pursue the party obligated on the account receivable; and Purchaser shall cooperate in such pursuit provided Purchaser shall not be obligated to become a party to any lawsuit and provided Purchaser shall not incur any expense as a result thereof 2. Rents payable under Tenant Leases. Any portion of any Rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date, less net of Purchaser's costs of collection, if any, shall be paid, promptly after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be paid to Purchaser. Any amount previously collected from a tenant shall first be applied to such tenant's current monthly rental and then to past due amounts in the reverse order in which they were due. Any advance rental payments or deposits paid by the tenants; unpaid operating expenses for the period tenants prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items applicable to the period of expense and income shall be adjusted ratably as of 12:01 a.m. on time subsequent to the Closing Date ("Proration Date"). Seller and any security deposits or other amounts paid by tenants, together with any interest on both thereof to the extent such interest is due to tenants, shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant credited to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after on the Closing Date. Upon No credit shall be given the delivery of the PostSeller for accrued and unpaid Rent or any other non-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller current sums due from tenants until said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedsums are paid. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes prorated and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed) and amounts payable under Service Contracts assumed by Purchaser on an accrual basis. Seller shall pay all amounts due thereunder which accrue prior to the Closing and Purchaser shall pay all mounts accruing on the Closing Date and thereafter. All capital and other improvements (including labor and materials) which are performed or contracted for or by Seller at or prior to the Closing will be paid by the Seller at or prior to Closing, without contribution or proration from Purchaser. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a "net" preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (i.e. adjusted except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser except as otherwise provided in Section 9 above. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all tenants' liabilitiesdeposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within sixty (60) days after Closing, provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the tax bills for the Real Property for the year in which Closing occurs. The provisions of this Section 10.4 will survive the Closing until the date which is six (6) months following the Closing Date (the “Reconciliation Period”), and in the event any items subject to proration hereunder are discovered within such period, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Seller and Purchaser, pursuant to RCW 60.80.020(1), hereby waive the services of Title Company in administering the disbursement of closing funds necessary to satisfy any unpaid utility charges. Purchaser shall transfer all utilities at the Property to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall use commercially reasonable efforts to cause all utility meters to be read as of the Closing Date. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date. All charges for utilities shall be prorated outside of the escrow contemplated herein within sixty (60) days after the Closing Date. All prorations shall be made in accordance with customary practice in the jurisdiction in which the Real Property is located, except as expressly provided herein. Following the Closing, Seller and Purchaser shall reasonably cooperate with each other in order to calculate and determine the correct amount of all prorations required to be made pursuant to this Section 10. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, for such items); operating expenses paid received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller or its successor by Tenants under the Tenant Leases or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are reimbursable governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the tenants Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any Delinquent Rentals payable to Seller and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. All sums collected by Purchaser within one (1) year after Closing from each Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing DateTime governed by Section 10.4(c) below and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, less any amount previously paid which shall be payable to and belong to Seller in all events) will be applied first to amounts currently owed by the tenants; unpaid operating expenses for such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by such Tenant to Seller. In no event shall Seller initiate litigation or other legal action after the Closing Date prorated on a "net" basis, as set forth above; to pursue collection of Delinquent Rentals. Any sums collected by Purchaser and all other items of expense and income shall due Seller will be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing promptly remitted to Seller, and any sums collected by Seller and due Purchaser shall pay will be promptly remitted to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All items of income and other utility charges; fuels; prepaid operating expenses; real and personal property taxes expense shall be paid, prorated or adjusted as of the close of business on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period day prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on (the Closing Date ("Proration Date"). Seller ) in the manner hereinafter set forth: 5.1 Purchaser shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than credited with (i) the amount of all current basic rent owed rents received by said tenant Seller and attributable to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after period commencing on the Closing Date, or (ii) such time all unapplied refundable cash security deposits held by Seller and which were made by tenants under all Leases in effect as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request and (iii) all prepaid security deposits for Leases whose terms have not commenced as of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. 5.2 All collected rents for the month of Closing shall be prorated between Purchaser and Seller based upon their respective days of ownership for such month in which the Closing occurs. Upon the delivery Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Post-Closing Receipts reconciliation, Proration Date. 5.3 Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed covenants to ▇▇▇ler ▇ tenants on a monthly basis for amounts due from tenants attributable to periods prior to Closing for a period of three (3) consecutive months but shall have no obligation to enforce collection of any such past due amounts from or against any tenant. Any amounts received from tenants after Closing shall be applied on a tenant by tenant basis in the following order: (i) first on account of any amount then due and payable or past-due and payable to Purchaser from such tenant, (ii) next, on account of any amount due Seller from such tenant for the period up to and including the Proration Date and (iii) finally, any balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants after Closing for any period prior delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such amounts have not been collected by Purchaser and paid to Seller within three (3) months after such amounts were due and payable to Seller. Any money due to Seller under Section 5.2 or this Section 5.3 shall be remitted to Seller within fifteen (15) days after the Proration Date. This Paragraph 15.2 end of this Agreement each month in which Purchaser receives such money. 5.4 Operating expenses, including, without limitation, any prepaid expenses such as permits, licenses and membership dues, shall survive be prorated between Purchaser and Seller based upon the Closing and the delivery and recording actual days of their respective ownership of the DeedProperty utilizing the actual expenses or reasonable estimates. 15.3 Seller covenants 5.5 Real estate taxes shall be prorated on a cash basis, meaning that the real estate tax bills actually paid or to operate, maintain and manage the Property be paid in the same manner that it has managed, maintained and operated the Property during the period year of Seller's ownership, subject to reasonable wear and tear and casualty.Closing shall be apportioned based on the

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) on an accrual basis (except for real estate and personal property taxes prorated and assessments which will be on a "net" cash basis): real estate and personal property taxes and assessments which are required to be paid during the calendar year in which the Closing occurs (on a cash basis so that such proration pursuant to this Section 10.4(a) shall be with respect to taxes payable in the year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (i.e. adjusted except as hereinafter provided), collected Rentals (subject to the terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all tenants' liabilities, if any, for such items); operating expenses paid of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which are reimbursable by the tenants for the period prior to the Closing Dateapproval shall not be unreasonably withheld, less any amount previously paid by the tenants; unpaid operating expenses for the period delayed or conditioned) five (5) days prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of 12:01 a.m. the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or prior to April 30, 2011. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above and subsection (f) which is governed by Section 16.1 below) will survive the Closing until May 31, 2011. (b) Purchaser will receive a credit on the Closing Date Statement for the prorated amount ("Proration Date")as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller shall will cause to be entitled paid or turned over to a credit for Purchaser all transferable utility deposits transferred hereunderRentals, if any, received by Seller after Closing and all other utility deposits, if any, may be withdrawn by and refunded properly attributable to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid any period following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time Time. “Rentals” as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.used herein includes fixed

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior 3.6.1. Subject to the Closing Dateterms and conditions of the Time Brokerage Agreement, less any amount previously paid by all items of income and expense arising directly from the tenants; unpaid operating expenses for operation of the period prior Stations with respect to the Closing Date prorated Purchased Assets and the Assumed Contracts on a "net" basis, as set forth above; and all other items or before the close of expense and income shall be adjusted ratably as of 12:01 a.m. business on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, the account of Seller and all other utility deposits, if any, may thereafter shall be withdrawn by and refunded to for the account of Purchaser. Proration of the items described below between Seller and Purchaser shall make its own replacement deposits be effective as of 11:59 p.m., local time, on such date and shall occur as follows with respect to those rights, liabilities and obligations of Seller transferred to and assumed by Purchaser hereunder. 3.6.2. Subject to the terms and conditions of the Time Brokerage Agreement, liability for utilities as may be required by state and local Taxes assessed on the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, Purchased Assets payable in 15.2 All basic rent paid following with respect to the tax year in which the Closing Date by any tenant falls and the annual FCC regulatory fees for the Stations payable with respect to the year in which the Closing Date falls shall each be prorated as between Seller and Purchaser on the basis of the Property who is indebted under a Lease for basic rent for any period prior number of days of the Tax year elapsed to and including the Closing Date. 3.6.3. Subject to the Proration Date in an amount greater than terms and conditions of the amount of all current basic rent owed Time Brokerage Agreement, prepaid items, deposits, credits and accruals such as water, electricity, telephone, other utility and service charges, lease expenses, license fees (if any) and payments under any contracts or utility services to be assumed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until prorated between Seller and Purchaser on the earlier basis of the period of time to occur of (i) one year after which such liabilities, prepaid items and accruals apply. 3.6.4. All prorations shall be made and paid insofar as feasible on the Closing Date, or ; any prorations not made on such date shall be made as soon as practicable (iinot to exceed ninety (90) such time as all such indebtedness is paid in fulldays) thereafter. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered Purchaser agree to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary assume, pay and perform all costs, liabilities and expenses allocated to verify the accuracy each of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing them pursuant to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedSection 3.6. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Sellers and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes prorated and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a "net" basis preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of 12:01 a.m. the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date Time, in which event no proration will be made at the Closing with respect to utility bills ("Proration Date"except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be entitled to a credit for all transferable utility deposits transferred hereundermade by Purchaser and Sellers on or before November 30, if any2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and all other utility deposits, if any, may be withdrawn by and refunded in the event any items subject to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period proration hereunder are discovered prior to the Final Proration Date in an amount greater than Date, the amount of all current basic rent owed by said tenant to Purchaser same shall be deemed a "Post-Closing Receipt" until promptly prorated by the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser shall provide Seller with any information reasonably necessary hereby agree to verify use the accuracy following, estimated 2016 real estate taxes and assessments for purposes of the Post-Closing Receipts reconciliation statement proration of same at Closing: (x) $172,450.00 for the Cherokee Plaza Real Property and upon the verification of additional funds owing to SellerCherokee Plaza Improvements, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from (y) $154,000.00 for the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing ▇▇ Plains Exchange Real Property and the delivery ▇▇▇▇▇ Plains Exchange Improvements, and recording of (z) $105,000.00 for the Deed▇▇▇▇▇▇▇▇ Bridge Commons Real Property and the ▇▇▇▇▇▇▇▇ Bridge Commons Improvements. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesA) Rents, if anyincluding, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Datewithout limitation, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunderpercentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all other utility depositsas and when actually collected; real property taxes and assessments due and payable in the year in which the Closing occurs (without regard to the date levied, if any, may assessed or accrued and without regard to any fiscal year) (provided there shall be withdrawn by and refunded no proration of delinquent rents to Seller until such delinquent rents are collected); water, sewer and Purchaser shall make its own replacement deposits for utilities as may be required by utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, basis of the period covered); maintenance charges and amounts payable in 15.2 All basic rent paid following under reciprocal easement agreements and other recorded documents; vending machine and paper recycling income; and any other income and expenses of the Closing Date by any tenant operation and maintenance of the Property who is indebted under (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a Lease for basic rent for any period prior to the Proration Date credit at Closing in an amount greater than the amount of the prepaid or unamortized portion thereof), shall all current basic be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year; provided, however, that any real estate taxes payable directly by tenants to the governing taxing authorities or reimbursable by tenants after Closing shall not be prorated. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent owed and other concessions, as provided in Section 7.2. All rents and other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant or other payor shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant or other payor is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by said such tenant to Purchaser or for reimbursement for work performed by Seller on the tenant's premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received after Closing shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year payment due after the Closing Dateuntil the tenant or other payor is current in its post-Closing obligations, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller but shall not be required to initiate litigation or terminate any lease. Seller retains the right to collect any such rents and other sums from tenants and other payors after Closing; provided, however, that Seller shall have no right to evict any tenant or to exercise any other landlord-tenant remedy other than to sue for collection. Without intending to limit the generality of the ▇▇▇egoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants are collected monthly in arrears and, upon receipt of such payments after Closing, such sums shall be applied toward the period to which they properly pertain, and shall be prorated between Seller and Buyer, with the party receiving same promptly paying to the other party such other party's share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (ii) such time as all such indebtedness is paid in full. Within ten (1090) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected such year in accordance with the requirements set forth in the previous monthLeases and as provided in this Section 8.5(a). Purchaser shall use its reasonableFor those Leases in which tenants pay a proportionate share of taxes, good faith efforts, at no additional cost insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount of such expenses actually incurred by each party for such year, in order to Purchaserenable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). Buyer shall promptly reimburse Seller for Seller's prorated share of all expenses that are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior to the date of Closing, if required by law or contract) shall be credited against the Purchase Price (and Seller shall be entitled to collect retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Buyer shall cause all amounts whichutilities to be transferred into Buyer's name and account at the time of Closing. At Closing, upon collectionSeller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers (or as soon as reasonably practicable after Closing, would constitute Post-Closing Receipts hereunder. Within 30 days if the procedures for such transfer reasonably require a delay in transfer until after the oneClosing). Between the date of Closing and until such transfer takes place, Seller agrees to hold any such non-year anniversary cash security deposit for the benefit of Buyer. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges that are paid in arrears or are otherwise not yet ascertainable or payable as of the Closing Date, upon then the written request of Seller, Purchaser same shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year be calculated as soon as reasonably practicable after the Closing DateDate or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the "Money Rates" column or section of THE WALL STREET JOURNAL as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the delivery parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to the party(ies) who previously paid or were responsible for such taxes, whether it be Seller, Buyer, or tenants under the Leases, and shall be prorated appropriately. The preceding sentence shall survive Closing. (B) The cost of the Postowner's policy of title insurance and all other title charges (including the cost of any extended coverage, endorsements and reinsurance or co-Closing Receipts reconciliation, Purchaser insurance charges) and the cost of the Survey shall deliver to Seller any Postbe paid one-Closing Receipts owing to half by Seller and not previously delivered to one-half by Buyer. Seller in accordance with the terms hereof. Purchaser and Buyer shall provide Seller with any information reasonably necessary to verify the accuracy each pay one-half of the Post-Closing Receipts reconciliation statement state deed tax in connection with recording the deed and upon all recording fees. Any closing escrow fees and other closing charges of the verification Title Company shall be split equally between Seller and Buyer. Buyer shall be solely responsible for any and all costs and expenses pertaining to its financing of additional funds owing the Property (although Buyer obtaining any financing is not a condition to Sellerits obligations hereunder), Purchaser shall pay including, without limitation, loan title policies, lender's escrow and closing fees and all intangibles and mortgage taxes. The parties will execute and deliver any required transfer or other similar tax declarations to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one the appropriate governmental entity at Closing. (C) The total annual percentage rent payable under each Lease for the lease year from in which the Closing Dateoccurs shall be prorated between Seller and Buyer based solely on the respective number of days of ownership of the Property by Seller and Buyer during such year, regardless of what portion of sales occur during the different parts of such year. At Closing, the parties shall estimate the total percentage rent payable under each Lease for the applicable lease year based on the percentage rent paid under such Lease for the prior year, and Seller shall retain receive a credit at Closing for its prorata share thereof. Once the right to sue any tenant for final amount of percentage rent is determined, the parties shall reprorate, and the party owing the other shall promptly remit the amount owed to ▇▇▇ler for any period prior to no later than fifteen (15) days after the Proration Date. This Paragraph 15.2 reproration is determined. (D) The provisions of this Agreement Section 8.5 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Real estate taxes, expenses of operation and any other utility charges; fuels; prepaid operating expenses; real similar items shall be adjusted ratably as of the time of closing. Taxes for the year of Closing shall be prorated as of the Closing Date. Current rents collected from Tenants under Leases shall be prorated for the month during which the Closing occurs (the term “rents” as used in this Agreement includes all payments due and personal property payable by Tenants under the Leases). Real estate taxes for the calendar year of Closing shall be prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid as of the Closing Date. Unpaid and delinquent rent collected by Seller and Purchaser after the Closing Date will be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which are reimbursable by Purchaser is entitled to hereunder relating to the tenants for date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents that became due and payable during the calendar month of Closing, and second, to those which were due and payable after Closing, and third, to those which were due and payable prior to Closing. Purchaser will use commercially reasonable efforts after Closing to collect all unpaid and delinquent rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect such unpaid or delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (e.g., such as year end operating and common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for any costs of collection or processing. At Closing, Purchaser will be entitled to a credit against the Purchase Price for all cash security deposits held pursuant to any of the Leases (and any pre-paid rent thereunder if not then earned by Seller) and Seller shall deliver to Purchaser any non-cash security deposits thereunder, if any. Payments of accounts for water, sewer, electricity, telephone and all other utilities currently in the name of Seller (or its managing agent) shall be placed in the name of Purchaser on the Closing Date and Seller shall arrange for final meter readings and metered services to be conducted on the Closing Date, less . Seller shall be responsible to pay in full all bills for such utility charges related to any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for responsible to pay all utility charges related to any period prior on and subsequent to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date. With respect to utilities which are not metered, or (ii) charges for such time service shall be prorated as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon based on charges for the written request previous billing period, and Purchaser and Seller shall receive credits or charges, as appropriate, with such amounts to be re-prorated promptly after the final bills are issued. Seller shall cooperate with Purchaser to effect the transfer of Seller, utility accounts from Seller to Purchaser. Expenses pertaining to Service Agreements that Purchaser elects to assume and personal property taxes (if applicable) and any other expenses relating to the Property shall deliver to Seller a reconciliation statement be prorated between the parties as of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents except as set forth below, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior Tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date")shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. Seller shall receive a credit at Closing for an amount equal to 50% of all Rents which are delinquent for not more than 30 days at Closing. All other Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that the Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, receive such delinquent rent free from any claim thereon by the Seller. Seller may be withdrawn by and refunded use whatever lawful means are available to Seller to collect any delinquencies up to and Purchaser shall make its own replacement deposits for utilities as may be required by until the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following day prior to the Closing Date Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any tenant of the Property who is indebted under a Lease for basic rent rents delinquent for any period prior to Closing unless the Proration Date in an amount greater than tenant has vacated the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until premises under the earlier to occur of (i) one year after pertinent Lease before the Closing DateDate and said Lease is not assigned to the Purchaser. Furthermore, or the Seller shall not have the right to retain any portion of any security deposit held by Seller (iiif any) such time with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Except as otherwise provided herein, rent, receivables, other amounts due KEM, and all amounts payable by KEM such as property taxes, accounts payable and other utility charges; fuels; prepaid operating expenses; real and personal property taxes expenses shall be prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesas of the Closing Date. Seller and/or KEM, if anyas applicable, for shall pay or cause to be paid such items); operating expenses paid amounts or an appropriate adjustment shall be made in the cash received by Seller at Closing or Seller and/or KEM shall cause sufficient working capital to remain in the accounts of KEM to pay such items when due. Any monies held in bank accounts of the KEM as of the Closing Date in excess of the amounts needed to satisfy Seller’s or KEM’s obligations under the preceding sentence, will be distributed by KEM to Seller through Escrow on the Closing Date. Prorations and adjustments contemplated under this Section 21.2 shall be subject to post-Closing adjustments as necessary to reflect later relevant material information not available at Closing (including any material liabilities which are reimbursable by the tenants for were to be prorated hereunder discovered after Closing but relating to the period prior to or including the Closing Dateand any material adjustments required pursuant to Section 21.4(f), less below) and to correct any amount previously paid by material errors made at Closing with respect to such apportionments, and the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be Party receiving more than it was entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all hereunder (the “Reimbursing Party”) shall reimburse the other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by Party (the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date “Reimbursed Party”) in an amount greater than the amount of all current basic rent owed such over payment within thirty (30) days after receiving written demand thereof from the Reimbursed Party. Such written demand by said tenant the Reimbursed Party shall be accompanied by reasonable proof of the Reimbursed Party’s right to Purchaser payment. Both the Reimbursed Party and Reimbursing Party agree to cooperate in good faith to resolve any disputes regarding such adjustments. Notwithstanding the foregoing, such apportionments shall be deemed a "Postfinal and not subject to further post-Closing Receipt" until the earlier to occur of adjustment if no adjustments have been requested within six months (i6) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year months after the Closing Date. Upon Buyer and Seller further agree that (a) all rent prepaid by the delivery County of the Post-Closing Receipts reconciliation, Purchaser Riverside under that certain Communications Tower Site Lease Agreement shall deliver be transferred by KEM to Seller any Post-prior to Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to will be retained by Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from (b) the Closing Date. Seller shall retain the right to sue any tenant for rent owed to Settlement Agreement among KEM, Edison Construction, Inc. and ▇▇▇ler for any period prior ▇▇▇▇▇ Corporation, dated January 15, 2015, and the rights thereunder are expressly excluded from the KEM Assets and shall be assigned and transferred to Seller or EMMR at Closing pursuant to the Proration DateAssignment of Contracts, and (c) all rent paid to KEM by FPN under the FPN Lease shall be retained by KEM at Closing without proration and not distributed to Seller. This Paragraph 15.2 For the purposes of Sections 21.2 and 2.4, any information, adjustment, error or liability resulting in an expenditure or change of more than five thousand dollars ($5,000), individually or in the aggregate, shall be deemed “material”. Furthermore, the Burn Pit Holdback and Transformer Holdback shall be retained in Escrow at Closing and distributed pursuant to the terms of Section 21.11 below. The provisions of this Agreement Section 21.2 shall expressly survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the for a period of Seller's ownership, subject to reasonable wear and tear and casualtyeighteen (18) months.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 6%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 16.1. Rents (including rent under the Ground Lease) (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); interest, costs and fees accruing under the Loan Documents; water and other utility charges; fuels; prepaid operating expenses; management fees as provided in the management agreement with Insignia; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenantsTenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants Tenants for the period prior to the Closing Date, less any amount previously paid by the tenantsTenants shall be credited to Seller; unpaid operating expenses for the period prior to the Closing Date shall be prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on January 1, 1996 (the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded credited to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involvedbalance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable inin installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data and if the 1995 real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the 1995 tax bill prior to the contest (adjus▇▇▇, if necessary, to reflect 100% of the assessed value and taxes rather than 85%), shall be the most recent data for 1996 and (i) Purchaser agrees to re-prorate such amount as it relates to the 1996 proration to the extent the 1995 tax contest is successful and (ii) Seller agrees to re-prorate such amount as it relates to the 1996 proration to the extent the 1995 tax contest is unsuccessful. Seller will receive a credit for any balances in escrow accounts established pursuant to the Loan Documents and acknowledged in writing by Lender. All prorations will be final except as to delinquent rent referred to in Paragraph 16.2 below and as provided in Paragraphs 16.3, 16.4 and 16.5. Notwithstanding the terms and provisions of Paragraph 16.2 below, Purchaser acknowledges that the Government pays rent under the U. S. Government Lease for Real Property No. GS-04B-15730 dated August 5, 1977, as amended (the "G.S.A. Lease"), in arrears. Upon receipt by Purchaser, Purchaser shall pay over to Seller Seller's pro rata share of the rent paid by the Government for the month in which the Closing occurs. Notwithstanding anything contained herein to the contrary, Purchaser's obligation to pay such funds to Seller as set forth more fully in this Paragraph 16.1 shall survive the Closing and the recording of the Deed. 15.2 All 16.2. Except as set forth in the second to the last sentence of Section 16.1 above, all basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant Tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 180 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 150 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 16.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 16.3. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is retaining the following rights, none of which are being conveyed, assigned or transferred to Purchaser pursuant to this Agreement or any documents executed by Seller in connection herewith. All of the items set forth in this Section 16.3 shall survive the Closing and the recording of the Deed. 15.3 16.3.1. Seller covenants to operate, maintain and manage has advised Purchaser that Seller has protested the real estate taxes for the Property for calendar years 1991, 1992, 1993, 1994 and 1995. All refunds in connection with such tax protests remain the property of Seller and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, Purchaser agrees to promptly remit all such sums to Seller. Purchaser agrees, at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller, in connection with such tax protests. 16.3.2. Seller has advised Purchaser that Seller has applied to the U.S. Olympic Committee to receive tickets to the 1996 Olympics to be held in Atlanta, Georgia and that the application for the tickets was made in the same manner that it has managed, maintained and operated name of the Property. The tickets assigned to the Property during are set forth on Exhibit V attached hereto and made a part hereof. All tickets shall remain the period property of Seller and are not being assigned, transferred or conveyed to Purchaser. If any such tickets are delivered to Purchaser, Purchaser agrees to promptly deliver such tickets to Seller. Purchaser agrees, at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller, in connection with the foregoing tickets. 16.4. Seller hereby agrees to pay and discharge the lien of all charges for real estate taxes for 1995 and prior years of Seller's ownershipownership of the Fee Property. The provisions of the foregoing sentence shall survive the Closing and delivery and recording of the Deed. Notwithstanding anything contained herein to the contrary, subject on the Closing Date, Seller shall establish an escrow (the "Real Estate Tax Escrow"), pursuant to reasonable wear which Seller shall deposit the following sums into escrow to be held by Escrowee and tear to be governed by the terms of an escrow agreement, the form of which shall be agreed upon by Seller and casualtyPurchaser prior to the expiration of the Inspection Period: (a) that portion of the refunds actually received for real estate taxes due from the City of Atlanta and Fulton County, Georgia on accoun▇ ▇▇ ▇he tax appeals filed for the calendar years 1991, 1992 and 1993 necessary to reconcile real estate taxes paid by Tenants, but only with respect to those Tenants entitled to refunds under their respective Leases and also deducting therefrom Seller's estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal filed for such calendar years (the "1991-93 Amount"); provided, however, that Seller shall promptly deposit into the Real Estate Tax Escrow any refund received subsequent to the Closing Date on account of the refunds for real estate taxes for the calendar years 1991 and 1992 to the Real Estate Tax Escrow less estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal for such calendar year. The provisions of the foregoing sentence shall survive the Closing and recording of the Deed; plus (b) the greater of: (i) the difference between the amount of 1994 and 1995 real estate taxes which would have been due on the Property, as previously assessed if no tax appeal had been filed for each such calendar year and the actual amount of real estate taxes paid for the calendar years 1994 and 1995; and (ii) the amount necessary to reconcile real estate taxes paid by Tenants for calendar years 1994 and 1995, but only with respect to those Tenants entitled to refunds under their respective Leases and also deducting therefrom Seller's estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal filed for such calendar years (the "1994-95 Amount"). 16.4.1. The 1991-93 Amount shall be disbursed: (a) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1991-93 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (b) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1991-93 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts, if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (c) Any remaining balance of the 1991-93 Amount, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the Closing Date. 16.4.2. The 1994-95 Amount shall be disbursed as follows: (a) If Seller's tax appeal for the calendar year 1994 is successful, that portion of the 1994-95 Amount attributable to the calendar year 1994 shall be disbursed: (i) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (ii) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (iii) Any remaining balance of that portion of the 1994-95 Amount attributable to 1994, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the final determination of the 1994 tax contest. (b) If Seller's tax appeal for the calendar year 1994 is not successful, that portion of the 1994-95 Amount attributable to 1994 shall be applied to pay the amount of 1994 real estate taxes actually assessed by the City of Atlanta and Fulton County, Georgia, respecti▇▇▇▇, and any remaining balance attributable to 1994 shall be promptly disbursed to Seller. (c) If Seller's tax appeal for the calendar year 1995 is successful, that portion of the 1994-95 Amount attributable to 1995 shall be disbursed: (i) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (ii) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts, if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (iii) Any remaining balance of that portion of the 1994-95 Amount attributable to 1995, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the final determination of the 1995 tax contest. (d) If Seller's tax appeal for the calendar year 1995 is not successful, that portion of the 1994-95 Amount attributable to 1995 shall be applied to pay the amount of 1995 real estate taxes actually assessed by the City of Atlanta and Fulton County, Georgia, respecti▇▇▇▇, and any remaining balance attributable to 1995 shall be promptly disbursed to Seller.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid association dues, if any; refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid on and following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 6%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items)) and taking into account the full discount available for payment of real estate taxes which remain unpaid; 100% of operating expenses paid by Seller which are reimbursable by Eckards, Publix, Beall's Outlet, Fashion Bug, Cli▇▇'▇ ▇▇lliards, Kimsworth Inc. and Ross Dress for Less and 75% of t▇▇ ▇perating expenses which are reimbursable by the balance of the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior Tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic basis rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Receipts and, if the additional Post-Closing Receipts shall expire one year from equal an amount greater than $5,000, the Closing Datecost of performing Seller's audit. Seller shall retain retains the right to sue bring suit for collection of delinquent rent against any tenant for owing more than $5,000 of delinquent rent owed to ▇▇▇ler for any period prior to the Proration DateSeller. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 12.3. Percentage rent payable under the leases shall be prorated as of the Closing Date as follows: 12.3.1. Any percentage rent attributable to a specified period ("Percentage Rent Period") ending prior to the Closing Date shall be promptly paid over to the Seller covenants if and when collected. Seller shall be entitled to operateall percentage rent attributable to the period prior to Closing Date for any Percentage Rent Period ending prior to Closing Date. 12.3.2. Percentage rent payable with respect to a Percentage Rent Period a portion of which occurs prior to the Closing Date and a portion of which occurs subsequent to the Closing Date shall be apportioned between Purchaser and Seller on the basis of their respective period of ownership during the applicable Percentage Rent Period. Seller shall be entitled to percentage rent determined by multiplying the total percentage rent for such Percentage Rent Period by a fraction, maintain the numerator of which shall be the total number of days in such Percentage Rent Period prior to the Closing Date and manage the Property denominator of which shall be the total number of days in the same manner that it has managedPercentage Rent Period. Purchaser shall be entitled to the remainder of such percentage rent. The amount of such percentage rent allocated to Seller shall be adjusted by the parties and paid by Purchaser or Seller to the other, maintained as appropriate, on the Closing Date based upon the most recently ascertainable financial data for calendar year 1996 and operated for calendar year 1997 (with percentage rent for calendar year 1997 being based on 75% of the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualtypercentage rent payable in calendar year 1996 with no other reproration). Seller shall have similar audit rights as contained in Paragraph 12.2 above.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, if any; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller and installments of special assessments which are reimbursable by due in the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to year in which the Closing Date prorated on a "net" basis, as set forth aboveoccurs; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due in years subsequent to the year in which the Closing Date ("Proration Date"). Seller occurs shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. Refundable security deposits transferred hereunder, if any, will be assigned to and all other utility deposits, if any, may be withdrawn assumed by Purchaser and refunded credited to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involvedat Closing. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Date in an amount greater than Closing Date, after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser rent, shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) business days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, commercially reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderhereunder (but in no event will be obligated to retain legal counsel or the services of an outside collection agency or to initiate legal proceedings in furtherance thereof) and may deduct from such Post-Closing Receipts so collected its reasonable out-of-pocket costs incurred in so collecting such Post-Closing Receipts. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to SellerSeller and the confirmation thereof by Purchaser, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and other utility chargesassumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the date prior the Closing Date Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities ("Proration Date"so long as no more than thirty (30) days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. Seller shall use good faith efforts to deliver any information regarding special assessments to Purchaser within fifteen (15) days of Seller's receipt of such information. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a credit for commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties, but only to the extent the performance of such services occurs prior to the Closing Date. Seller shall deliver to Purchaser all transferable utility deposits transferred hereunder, such real estate tax consulting contracts within thirty (30) days of the date hereof. The fees or commissions payable to said consultants (if any, ) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and all any other utility deposits, if any, may prepaid advertisements shall be withdrawn by and refunded prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to Seller the Closing Date and Purchaser shall make its own replacement deposits be responsible for utilities any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement shall be deemed final as may prorated on the Closing Date, except as to (a) delinquent rent referred to in Paragraph 13.2 below and (b) real and personal property taxes which shall be required by reprorated on December 1, 1997 based upon the respective utilities involvedthen most recently ascertainable tax information. 13.2. AssessmentsFor a period of ninety (90) days following the Closing Date, excluding regular ad valorem real estate taxes, payable in 15.2 All all basic rent paid following the Closing Date by any tenant of the Property Properties who is indebted under a Lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following On the end last business day of each calendar monthmonth following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to After the Closing, in no event shall Seller attempt to collect Post- Closing Receipts shall expire one year from the Closing Dateevict a tenant through any manner. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 13.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 13.3. To the extent it is reasonably possible for the Seller covenants to operatedo so, maintain the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and manage right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for such portion of the cost of such listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same manner that it has managed, maintained and operated subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the date(s) set forth above. If Purchaser continues to use the name currently being used by the Property during subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of Seller's ownership, subject said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the state where such Property is located to reasonable wear and tear and casualtyprevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. 15.1 Water 4.8.1. All collected rents and other utility charges; fuels; prepaid income (including pet deposits and advance rentals) and all operating expenses; expenses with respect to the Property for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which Closing occurs, shall be prorated as of the close of business of the day immediately preceding the Closing Date. Rent collected by Purchaser on or after the Closing Date, shall be applied first to any current rent due, with any additional amount applied then to pay any arrearages (in inverse order/most recent arrearages paid first) and any such amounts owed to Seller to be remitted to Seller within ten (10) days of receipt. Purchaser shall include in Purchaser’s rent billing statements to tenants, for a "net" basis period of one (i.e. adjusted for all tenants' liabilities1) year after the Closing, a statement indicating such tenant’s corresponding arrearages, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for with respect to any unpaid rents attributable to the period prior to the Closing. All rent collected by the Seller prior to the Closing, for rental periods subsequent to the Closing (i.e., prepaid rent), shall be paid to Purchaser at Closing. If the amount of any item to be adjusted is not ascertainable on the Closing Date, less any amount previously the item shall be prorated by the Purchaser and Seller based on the best available information. Those items shall be reprorated as promptly after the Closing as possible. Any errors or omissions in computing the prorations at the Closing shall be corrected promptly. The obligation to reprorate shall survive for a period of eight (8) months after the Closing. Any payments due as a result of reproration shall be paid within ten (10) days of the reproration. 4.8.2. If the Closing occurs before the tax ▇▇▇▇ for the year of closing is available, taxes shall be prorated using the taxes paid in the prior year. After the tax ▇▇▇▇ is available, the taxes shall be reprorated at the request of the Seller or Purchaser based on the tax ▇▇▇▇ for the year of closing. Any amounts due as a result of the reproration shall be paid within ten (10) days of the reproration. Special assessment liens, if any, that are a charge or lien on the Property or that are due and payable at the time of Closing shall be paid by Seller. 4.8.3. To the tenants; unpaid operating expenses extent possible, Purchaser shall be responsible for arranging all utility service and insurance coverage for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably Project in its own name commencing as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit responsible for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded charges accrued prior to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under and Seller shall receive a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount refund of all current basic rent owed by said tenant to Purchaser shall utility deposits and insurance premiums. If a change in utility service cannot be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after effected on the Closing Date, or (ii) such time utility charges will be estimated and prorated as all such indebtedness is paid provided in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedSection 4.8.1. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesa) Rents, if anyincluding, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Datewithout limitation, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunderpercentage rents, if any, and any additional charges and expenses payable by tenants under Leases (including, without limitation, the Rooftop Lease and the Parking Lease), all as and when actually collected, real property taxes and assessments due and payable in the year in which the closing occurs (without regard to the date levied, assessed or accrued and without regard to any fiscal year; and real property taxes, and assessments for annual taxes (but not special assessments) shall be prorated based upon 110% of the most recent ascertainable ▇▇▇▇ and promptly reprorated upon receipt of an actual ▇▇▇▇); water, sewer and utility charges; amounts payable under any Service Contracts or other utility depositsagreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); common area maintenance charges and amounts payable to the Hotel Owner or received from the Hotel Owner under the REA and other recorded documents; vending machine and paper recycling income, if anythe current payment of the Nicollet Mall Special Assessment; and any other income and expenses of the operation and maintenance of the Property (including, may without limitation, expenses prepaid by Seller with respect to which Seller shall receive a credit at Closing in the amount of the prepaid portion thereof), shall all be withdrawn by prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and refunded to Seller and Purchaser shall make its own replacement deposits responsible for utilities as may be required by the respective utilities involved. Assessmentsexpenses of the day of Closing), excluding regular ad valorem on the basis of a three hundred sixty-five (365) day year; provided, however, that any real estate taxes, including the current payments of the Nicollet Mall Special Assessment, payable in 15.2 directly by tenants to the governing taxing authorities or reimbursable by tenants after Closing shall not be prorated. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.3. All basic rent paid following rents and other sums collected after the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date shall be applied and paid as provided in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser this Section 8.5(a). Any payment received after Closing shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year payment due after the Closing Dateuntil the tenant or other payor is current in its post-Closing obligations, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. Seller retains the right to collect any such rents and other sums from tenants and other payors after Closing; provided, however, that Seller shall have no right to evict any tenant or to exercise any other landlord-tenant remedy other than to ▇▇▇ for collection. Without intending to limit the generality of the foregoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants under the Parking Lease and Rooftop Lease are collected monthly in arrears and, upon receipt of such payments after Closing, such sums shall be applied toward the period to which they properly pertain, and shall be prorated between Seller and Buyer, with the party receiving same promptly paying to the other party such other party’s share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (ii) such time as all such indebtedness is paid in full. Within ten (1090) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes (including the current payments of the Nicollet Mall Special Assessment), insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount of such expenses actually incurred by each calendar monthparty for such year, Purchaser in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall pay be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). By way of illustration but without limiting the foregoing, if: (i) the Closing was to occur on June 1, 2006, (ii) during Seller’s period of ownership of the Property during the year 2006 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2006 (214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is $400,000 (e.g., $950,000 total expenses minus a total base year amount of $550,000), then Seller would be entitled to $165,479.45 of such income ($400,000/365 days = $1,095.89 per diem multiplied by 151 days) and Buyer would be entitled to $234,520.55 of such income ($1,095.89 per diem multiplied by 214 days), regardless of the actual amount of expenses actually incurred by each party (which would have instead resulted in Seller receiving $189,473.68 of such income and Buyer receiving $210,526.32 of such income). For Leases which do not have a base year amount or expense stop, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated based on the expenses actually incurred by each party for such year and each party’s period of ownership of the Property, and otherwise in accordance with this Section 8.5(a). In addition to the foregoing, on or before the end of the ninety (90) day period described in this paragraph above, Buyer also shall prepare with the cooperation of Seller all other annual reconciliations required in connection with the Property including, without limitation, annual reconciliations under the Parking Lease, Rooftop Lease and REA, as required thereby, and the parties shall reprorate the amounts payable thereunder (a) with respect to the REA, in the same manner as the reproration of rent under the Leases, based on the expenses actually incurred by Seller and Buyer under the REA for such year and each party’s respective period of ownership of the Property, and (b) with respect to the Parking Lease and the Rooftop Lease, based on the actual gross revenue of the tenants collected by the tenants during the Seller’s and Buyer’s respective periods of Ownership of the Property. Buyer shall promptly reimburse Seller for Seller’s prorated share of all expenses that are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. As an example (and without limitation), Seller incurs obligations each month and then bills the Hotel Owner for the Hotel Owner’s share; the Hotel Owner then reimburses Seller. In the event Buyer receives payment(s) from the Hotel Owner after Closing attributable to expenses incurred and paid by Seller prior to Closing, Buyer shall promptly forward to Seller Postsuch amounts received from the Hotel Owner. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior to the date of Closing, if required by law or contract) shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. As soon as reasonably practicable after Closing, Seller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers. Between the date of Closing Receipts collected and until such transfer takes place, Seller agrees to hold any such non-cash security deposit in trust for the benefit of Buyer. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost case of rents or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary other charges that are paid in arrears or are otherwise not yet ascertainable or payable as of the Closing Date, upon then the written request of Seller, Purchaser same shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year be calculated as soon as reasonably practicable after the Closing DateDate or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the rate of ten percent (10%) per annum. Upon request of either party, the delivery parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to the party(ies) who previously paid or were responsible for such taxes, whether it be Seller, Buyer, or tenants under the Leases, and shall be prorated appropriately. (b) The cost of the PostTitle Policy shall be split equally between Buyer and Seller. Payment of all transfer taxes payable in connection with recording the deed shall be split equally between Buyer and Seller; Buyer shall pay all other recording fees. Any closing escrow fees and other closing charges of the Title Company for the sale transactions shall be split equally between Seller and Buyer. Seller shall be solely responsible for any and all costs and expenses pertaining to the assumption of the First Mortgage Loan including, without limitation, loan title policies, lender’s legal fees, lender’s escrow and closing fees and all intangibles and mortgage taxes. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. At Closing, Seller shall reimburse Buyer for the cost of a Phase I environmental report in an amount not to exceed $3,000.00. (c) The total annual percentage rent payable under each Lease for the lease year in which the Closing occurs shall be prorated between Seller and Buyer based solely on the respective number of days of ownership of the Property by Seller and Buyer during such year, regardless of what portion of sales occur during the different parts of such year. At Closing, the parties shall estimate the total percentage rent payable under each Lease for the applicable lease year based on the percentage rent paid under such Lease for the prior year, and Seller shall receive a credit at Closing for its prorata share thereof. Once the final amount of percentage rent is determined, the parties shall reprorate, and the party owing the other shall promptly remit the amount owed no later than fifteen (15) days after the reproration is determined. (d) The provisions of this Section 8.5 shall survive the Closing. (e) The obligations of Buyer under this Agreement are subject to satisfaction or written waiver of Buyer of each of the following conditions or requirements on or before Closing: (1) Seller shall have delivered all documents required to be delivered at Closing under Article VIII; (2) Buyer shall not have terminated this Agreement pursuant to Section 3.2, Section 4.1(c), Article VI or Section 8.4(c); (3) The Title Policy shall have been issued and marked down to Closing, subject only to Conditions of Title in a so-Closing Receipts reconciliation, called “New York” style closing; (4) Purchaser shall deliver have received the REA Estoppel; and (5) The Lender under the First Mortgage Loan shall have approved, in writing, to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify extent consent is required, the accuracy assumption of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing First Mortgage Loan, pursuant to documents reasonably acceptable to Seller, Purchaser shall pay to Buyer and their respective counsel, provided Buyer has performed all of its obligations hereunder with respect thereto. In the event that all of the foregoing provisions of this Section 8.5(e) are not satisfied in all material respects unless otherwise waiver by Buyer, and Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from does not request an adjournment of the Closing Date. Seller to comply such adjournment not to exceed ten (10) days, and Buyer elects in writing to terminate this Agreement, then the Deposit shall retain be promptly delivered to Buyer by Title Company and, upon receipt thereof by Buyer, neither party shall have any further claim against the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 other by reason of this Agreement shall survive the Closing and the delivery and recording of the DeedAgreement, except as otherwise specifically provided herein. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes (a) The following shall all be prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date date of Closing, on the basis of a 365-day year: ("Proration Date"). Seller shall be entitled to a credit for i) rents, and all transferable utility deposits transferred hereunderother income from the Property, if any, including, without limitation, any additional charges and expenses payable under the Leases, if any, all as and when actually collected (whether such collection occurs prior to, on, or after the Closing Date); (ii) real property taxes and assessments for the year in which the Closing occurs, (iii) water, sewer and utility charges, (iv) amounts payable under any service contracts Buyer assumes at Closing for the month in which the Closing occurs and prior months, (v) annual permits (to the extent same are assigned to Buyer at Closing) and/or inspection fees (calculated on the basis of the period covered), and (vi) any other expenses relating to the operation and maintenance of the Property. Buyer shall include all rent arrearages, if any, on Buyer's monthly invoices or ▇▇▇▇▇▇▇▇ to tenants and promptly deliver to Seller any such rent arrearages that relate to periods prior to the Closing if and when collected by Buyer; provided, however, that rents received from delinquent tenants after the Closing Date that are designated for periods after Closing shall be applied first against tenant's current rent due and then against any delinquent rents. The amount of any security or other deposits required to be returned to tenant's under the Leases by Seller, if any, shall be credited against the cash portion of the Purchase Price; accordingly, Seller shall retain the deposits and Buyer shall be responsible for handling such deposits in accordance with the Leases and applicable law. Seller shall retain all utility deposits, if any, may be withdrawn by and refunded to . Seller and Purchaser shall make its own replacement deposits for utilities as may Buyer hereby agree that if any of the aforesaid prorations cannot be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following calculated accurately on the Closing Date by any tenant of Date, then the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser same shall be deemed a "Post-Closing Receipt" until the earlier to occur of calculated within thirty (i30) one year days after the Closing Date, or (iias soon as sufficient information is available to permit the parties to accurately calculate such proration(s), and either party owing the other party a sum of money based on such subsequent proration(s) such time as all such indebtedness is paid in full. Within shall pay said sum to the other party within ten (10) days following after such calculation is made; provided, however, that the end tax proration referenced in Section (ii) herein shall be final as of each calendar month, Purchaser the date of Closing. Seller shall be responsible for payment in full of all real estate taxes and assessments for years prior to the Closing. (b) Seller shall pay the premium for the Title Policy except for that portion to Seller Postdelete the so-Closing Receipts collected in called "survey exception." Buyer shall pay all expenses associated with the previous monthperformance of Buyer's due diligence pursuant to Section 2.1 above. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary Escrow fees and recording charges and any other expenses of the Closing Date, upon escrow for the written request sale shall be split equally between Buyer and Seller. Buyer shall pay the costs of Seller, Purchaser the execution and filing of the Deed. All costs and charges described in this paragraph shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year be paid at Closing. Any bills received after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller prorated in accordance with the terms hereof. Purchaser escrow shall provide Seller with any information reasonably necessary to verify the accuracy be divided as provided herein, and shall be paid promptly upon receipt of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to a ▇▇▇ler for ▇ therefor, and any period prior and all other costs and expenses relating to the Proration Date. This Paragraph 15.2 of this Agreement purchase and sale transaction contemplated hereby shall survive be paid by the Closing and the delivery and recording of the Deedparty incurring same. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses, such as trash removal, heating, ventilation and air conditioning service and maintenance contracts; real and personal property taxes taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited or debited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data, other than real estate taxes, which shall be prorated on the basis of 105% of the aggregate 1995 real estate taxes. Additionally, Purchaser shall receive a credit of $35,000.00 as "netrent concessions" basis (i.e. adjusted for all tenants' liabilitiesat Closing. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. If, if anyas of the Closing Date, for such items); operating expenses paid by Seller which are reimbursable by the tenants any rent is in arrears for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to calendar month when the Closing Date prorated on a "net" basisoccurs, as set forth above; and all other items of expense and income then the first rent collected by Purchaser shall be adjusted ratably as of 12:01 a.m. applied to current rents and then towards subsequent delinquent rent. If on the Closing Date ("Proration Date")rent is in arrears only for the calendar month when the Closing occurs, then the first rent collected by Purchaser shall be apportioned between Seller and Purchaser. Any amounts due to Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn paid by and refunded Purchaser to Seller and within 10 days of receipt of such amounts. Any amounts collected by Purchaser shall make its own replacement deposits for utilities pursuant to this Paragraph are hereinafter collectively referred to as may be required by the respective utilities involved"Post Closing Receipts". Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year Within 120 days after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesa) As applicable, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem general real estate taxes, payable in 15.2 All basic rent paid following assessments, homeowner's association dues, condominium association dues, condominium fees, utility payments and other items that are customarily prorated shall be prorated with respect to the Properties at the Closing. In the event that final bills (including but not limited to real estate tax bills) are not available or cannot be issued prior to Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior item being prorated then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Proration Date Closing, but in an amount greater no event later than three hundred sixty-five (365) days after Closing. Payments in connection with final adjustment shall be due within thirty (30) days of written notice. (b) All prorations are final unless otherwise indicated in this Agreement. (c) If the amount of all the current basic rent owed by real estate taxes and assessments for the Properties is not ascertainable at the time of closing, said tenant to Purchaser taxes and assessments shall be deemed prorated on the basis of the most recent ascertainable real estate taxes and assessments, and the parties shall reprorate the taxes and assessments when the actual bills therefor shall be issued; provided, however, that if any Property is not assessed as a "Post-Closing Receipt" until separate parcel for tax purposes, then (a) taxes and assessments attributable to Property shall be based upon an amount equal to the earlier to occur most recent ascertainable taxes and assessments for the tax parcel of (i) one year after which such Property is a part multiplied by a fraction the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following denominator of which shall be the end total number of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected square feet in the previous month. Purchaser tax parcel of which such Exercised Lot is a part and the numerator of which shall use its reasonablebe the number of square feet in such Property, good faith effortsand (b) said taxes and assessments shall be reprorated when the actual separate bills for such Property shall be issued. (d) If, at no additional cost or expense to Purchaserthe time of Closing, to collect all amounts whichthe Property is not being treated as a separate tax parcel, upon collectionthen, would constitute Post-Closing Receipts hereunder. Within 30 within thirty days after Closing, the one-year anniversary of parties shall file the Closing Date, upon necessary petitions and applications to have the written request of Seller, Purchaser shall deliver to Seller Property assessed as a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller separate tax parcel. (e) The obligations set forth in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement subparagraph (E) shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); security deposits which are refundable under the leases regardless of the effect of Seller's bankruptcy or any foreclosure may have on such security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the later of the Closing Date or the actual date of the closing of this transaction ("Proration Date"), and credited to the balance of the cash due at Closing. Seller Assessments payable in installments which are due subsequent to the Closing Date shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent lease for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller an amount equal to the amount such Post-Closing Receipts collected in Receipt exceeds the previous monthamount currently due by the tenant paying such Post-Closing Receipt under its lease. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderhereunder provided, however, that Purchaser shall not be required to instigate litigation to collect Post-Closing Receipts. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Prepaid or accrued (as the case may be) interest on the Loan Documents, rents for the month of the Closing (exclusive of delinquent rents, but including prepaid rents); any previously paid signing bonus or similar payment relating to any laundry room, cable, telephone or similar agreement in effect as of the Closing, refundable security deposits with interest if required by local law (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); refundable and non-refundable pet and cleaning fees and deposits, water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted as provided for all tenants' liabilities, if any, for such itemsin the next following sentence); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. A.M. on the Closing Date ("Proration Date"), and credited or debited to the balance of the cash due at Closing. Real property taxes shall be prorated based on the following information in the following circumstances: (i) if the current tax b▇▇▇ is available, real property taxes shall be prorated based on that tax b▇▇▇; (ii) if the tax b▇▇▇ for the current tax year is not available and the assessed valuation for the Property for the current tax year is not available, real property taxes shall be prorated based on 106% of the most recently available tax b▇▇▇; and (iii) if the tax b▇▇▇ for the current tax b▇▇▇ is not available but the assessed valuation for the Property for the current tax year is available, real property taxes shall be prorated based on 101% of the tax rate for the prior tax year multiplied by the equalization factor for the prior tax year, if applicable, multiplied by the current assessed valuation for the Property. In addition, Seller shall be entitled to receive as a credit for all transferable utility deposits transferred hereunderfrom Purchaser the amount of any escrow and reserve accounts relating to the Bonds and/or the Loan Documents (including, without limitation, debt service escrow accounts, tax escrow accounts, replacement reserves, repair reserves and insurance escrow accounts). Finally, Purchaser shall receive as a credit at Closing any amounts, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required then owing by the respective utilities involvedSeller to the Lender which are unrelated to the assumption of the Bonders by the Purchaser or the release of Seller under the Bonds. AssessmentsIf the amount of any of the items to be prorated is not then ascertainable, excluding regular ad valorem real estate taxesthe adjustment thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to Delinquent Rents referred to in 13B below, payable in 15.2 All basic rent paid following and errors in calculation on the closing statement. If special assessments have been levied against the Property for completed improvements, then the amount of any installments which are due prior to the Closing Date shall be paid by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than Seller; and the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year installments which are due after the Closing Date, or (ii) such time as all such indebtedness is Date shall be paid in fullby the Purchaser. Within ten (10) days following the end of each calendar month, Purchaser All assessments for incomplete improvements shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to be paid by Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 5.2.1 Rentals from Leases (including fixed monthly rentals and other utility charges; fuels; periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid operating expenses; real rentals and personal property taxes prepaid payments (collectively, "RENT") shall, subject to the further provisions hereof, be prorated on the basis that Buyer shall receive a "net" basis (i.e. adjusted credit for all tenants' liabilities, if any, for such items); operating expenses paid security deposits actually held by Seller and for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the same to Seller, after application of the same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of the Closing on the basis of the most recent assessed valuation of and rates and multiplier applicable to the Property. If prorations are reimbursable by not made on the tenants basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing Date, less any amount previously paid by cash payment upon demand to the tenants; unpaid operating expenses for party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing Date prorated on a "net" basis, as set forth above; and (including all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on supplemental taxes which are allocable to the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to Closing) and Buyer shall bear all taxes allocable to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year period after the Closing Date, or (ii) such time as including all such indebtedness is paid in full. Within ten (10) days following supplemental taxes which are allocable to the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days period after the oneClosing). 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property closed out effective as of the Closing ▇▇▇▇; if such close-year anniversary out is not possible, utilities shall be prorated as of the Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the Closing occurs). 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, upon but which are not then due and payable (collectively, the written request "OPERATING EXPENSES"), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the Closing Date; provided, however, that any monthly or periodic deposits or payments of Seller, Purchaser estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the Closing Date shall deliver to Seller a reconciliation statement be prorated as of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Buyer and Seller shall prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to Closing Receipts reconciliationwith actual Operating Expenses paid by Seller with respect to such period, Purchaser shall deliver to Seller so that if there are any Post-Closing Receipts rebates owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant Tenants for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject Seller shall pay Buyer the amount of such rebates at Closing, and if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to reasonable wear the period of Seller's ownership, Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer's receipt of the same (and tear and casualtyBuyer shall exert diligent good faith efforts to collect the same). Any prorations under this Agreement based upon monthly amounts shall be based upon a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated Purchaser agree to adjust, as of 11:59 p.m. on a the day preceding the Closing Date (the "net" basis Proration Time"), the following (i.e. adjusted for all tenants' liabilitiescollectively, if anythe "Proration Items"): (i) Rents, for such items); operating in accordance with Section 10.4(b) below. (ii) In the event that there shall be any expenses attributable to the operation, maintenance or ownership of the Property that are not paid by Seller which are reimbursable directly by the tenants Tenant under the Lease ("Other Proration Items"), then Seller will be responsible for the amounts thereof relating to the period up to and including the Closing Date, and Purchaser will be responsible for the amounts thereof relating to the period after the Closing Date. Accordingly, to the extent that Seller prepaid for any Other Proration Items that are attributable to the period after the Closing Date, Seller will receive a credit therefor at Closing. Conversely, at Closing, to the extent that Seller has not yet paid for any Other Proration Items that are attributable to the period on or prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating then Purchaser shall receive a credit for such Other Proration Items and shall pay such expenses when due, or, if past-due at Closing, within seven (7) days after Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date prorated on a (the "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration DateStatement"). Seller The Closing Statement, once agreed upon, shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, signed by Purchaser and all other utility deposits, if any, may Seller. The prorations shall be withdrawn paid at Closing by and refunded Purchaser to Seller and (if the prorations result in a net credit to Seller) or by Seller to Purchaser shall make its own replacement deposits for utilities as may (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be required delivered by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant Purchaser in payment of the Property who is indebted under a Lease for basic rent for any period prior to Purchase Price at the Closing. If the actual amounts of the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time Items are not known as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental (as defined below in this paragraph) previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser shall deliver all Rental, if any, received by Seller after Closing and attributable to Seller a reconciliation statement of Post-Closing Receipts through any period following the first year after Proration Time. "Rental" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include building operation and maintenance costs and expenses and real estate taxes as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property or office park association dues, and other sums and charges payable by the Tenant under the Lease. Rental is "Delinquent" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Upon Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the delivery collection of any Delinquent Rental, but Purchaser will have no liability for the Post-Closing Receipts reconciliation, Purchaser shall deliver failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with by the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing DateTenant. Seller shall retain reserves the right to sue any tenant pursue a collection action against the Tenant for rent Delinquent Rental; provided, however, in no event may Seller seek to terminate the Lease or Tenant’s occupancy thereunder or threaten to do so. All sums collected by Purchaser from and after Closing from the Tenant will be applied first to amounts due from the Tenant for the month of Closing, then to current amounts due subsequent to Closing, then to amounts owed by the Tenant to ▇▇▇ler for any period prior Seller. Purchaser and Seller shall promptly remit to the Proration Date. This Paragraph 15.2 of other any sums received by either party that are due to the other pursuant to this Agreement shall survive the Closing and the delivery and recording of the DeedSection 10.4(b). 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days All rent payments received from tenants following the end of each calendar month, Purchaser Closing Date shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days be applied first against such tenant's current rent obligation accruing from and after the one-year anniversary of the Closing Date, upon and then applied to delinquent rents as provided in the written request of Sellerpreceding sentence. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser Date and shall deliver to Seller any Post-Closing Receipts, less reasonable collection costs, if any, to Purchaser to procure such Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Upon delivery to Seller of the Post-Closing Receipts reconciliation statement and payment of any Post-Closing Receipts due to Seller from receipts through the first 90 days following the Closing Date, Purchaser shall provide have no further obligation to Seller with for payment of any information reasonably necessary Post-Closing Receipts. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. PurchaserReceipts and the cost of performing Seller's obligations audit if such additional funds owed to attempt to collect Post- the Seller exceed 25% of the total Post-Closing Receipts shall expire one year from the Closing Datepreviously paid to Seller. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between the Sellers and Purchaser as of 12:01 a.m. on the Closing Date ("Proration on the basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Sellers be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date". If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), the applicable Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Sellers. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any delinquent rents owed to the applicable Seller, with such Seller’s share thereof being held by Purchaser in trust for such Seller and promptly delivered to such Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which the applicable Seller is entitled to receive a share of charges or amounts without first obtaining such Seller’s written consent, which consent may be given or withheld in such Seller’s sole and absolute discretion. Sellers hereby reserve the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to a Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Sellers shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Sellers of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Sellers shall retain all rights relating thereto. Any rents received by Sellers applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to the applicable Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If a Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of such Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide the applicable Seller with the results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to the applicable Seller its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to the applicable Seller an invoice from Purchaser together with evidence reasonably satisfactory to such Seller indicating that such sums are due to such tenants. The applicable Seller shall pay Purchaser such Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that such Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, a Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to the applicable Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Sellers pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Sellers relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Sellers for costs and expenses incurred by Sellers in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the expiration of the Due Diligence Period. Sellers shall be responsible for those leasing costs set forth on Exhibit E and all other brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing any Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Sellers. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. The Seller Leasing Costs set forth on Exhibit E include the estimated cost of tenant improvement work to be performed by or on behalf of the landlord pursuant to those certain contracts, each dated December 1, 2011 between One/Two Seller and Pacific Builders Inc. (the “Existing Construction Contracts”) for improvements in and around the respective premises occupied by ▇▇▇▇, ▇▇▇▇▇▇▇ and Associates, Dental Community Management, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Family Legacy Trust, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Current Work”). Buyer acknowledges that Seller is currently negotiating additional contracts (the “Prospective Construction Contracts” and together with the Existing Construction Contracts, collectively, the “Construction Contracts”) for work to be performed in and around the respective premises occupied by Goranson, Bain, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C., LiquidAgents, LLC, and Lifeway Financial Corporation (the “Prospective Work” and together with the Current Work, collectively, the “TI Work”), the estimated cost of which is also reflected in the Seller Leasing Costs set forth on Exhibit E. Notwithstanding anything to the contrary herein (including, without limitation Section 7.2.2) Buyer hereby approves the Prospective Construction Contracts to be entered into by Seller prior to the Closing. If any of the TI Work is not completed prior to the Closing, Buyer shall be entitled to a credit for all transferable utility deposits transferred hereunderat Closing in the amount of the unpaid remaining TI Work pursuant to this Section 5.4.3, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities assume the applicable Construction Contract(s) as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date. 5.4.4 As provided in Section 11.1.2, upon the written request of SellerSellers shall be responsible for paying all fees, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts costs or commissions owing to Seller and not previously delivered to Seller the Broker (as defined in accordance Section 11.1.2) with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior regard to the Proration Date. This Paragraph 15.2 transactions contemplated by this Agreement. 5.4.5 The provisions of this Agreement Section 5.4 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits to the extent actually transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable inin installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it related to the real estate tax proration to the extent such tax contest is successful. All other prorations will be final except as to delinquent rent referred to in Paragraph 15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited and Seller will be charged with an amount equal to all Tenant security deposits and interest thereon being held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credit due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. Seller and Purchaser agree to cooperate in the calculation and reporting of all closing prorations at least two (2) business days prior to the Closing Date. 15.2 All basic rent paid following the Closing Date collected by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser Seller shall be deemed a "Post-Closing Receipt" until the earlier to occur prorated as of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.12.01 a.m.

Prorations. 15.1 Water 5.4.1 The following shall be prorated between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing Date (on the basis of the actual number of days elapsed over the applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property (including, without limitation, all taxes, fees and assessments of any community improvement district, authority or similar organization or entity imposing taxes, fees or assessments against or in connection with the Property, or any portion thereof, or applicable to or assessed against any of the Personal Property used in connection therewith) on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other utility charges; fuels; tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid operating expenses; real rentals for periods after the Closing Date and personal property taxes prorated on a "net" basis all refundable cash security deposits (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid to the extent the foregoing were made by Seller which tenants under the Leases and are reimbursable by the tenants for the period not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. At Closing, less Seller shall cooperate and execute all reasonable documentation and transfer requests, in order to request a transfer or reissuance to Purchaser of any amount previously paid by letters of credit issued as security deposits under the tenants; unpaid operating expenses for the period prior to Leases. Rents which are delinquent as of the Closing Date shall not be prorated on a "net" basis, as set forth above; the Closing Date. Purchaser shall include such delinquencies in its normal billing and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on diligently pursue the collection thereof in good faith after the Closing Date ("Proration Date"but Purchaser shall not be required to litigate or declare a default in any Lease). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and To the extent Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year receives rents on or after the Closing Date, or (ii) such time as all such indebtedness is paid payments shall be applied first toward the rents for the month in full. Within ten (10) days following which the end of each calendar monthClosing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to the rents that shall then be due and payable to Purchaser, and fourth to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser shall pay in trust for Seller and promptly delivered to Seller Post-by Purchaser. To the extent Seller receives rents on or after the Closing Receipts collected Date, such payments shall be applied first toward the rents for the month in which the previous monthClosing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to the rents that shall then be due and payable to Purchaser, and fourth to any delinquent rents owed to Seller, with Purchaser’s share thereof being held by Seller in trust for Purchaser and promptly delivered to Purchaser by Seller. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), other than the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall use its reasonable, good faith efforts, at commercially reasonable efforts to assist Seller with any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after longer tenants of the one-year anniversary Property as of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain all rights relating thereto, except with respect to the right to sue any tenant for rent owed to specific obligations of Arnall Golden & G▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed▇▇▇, LLP (“AGG”) described in Section 5.6 below. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty(c) All operating expenses.

Prorations. 15.1 Water Sellers and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes prorated and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a "net" basis preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the -33- preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of 12:01 a.m. the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date Time, in which event no proration will be made at the Closing with respect to utility bills ("Proration Date"except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be entitled to a credit for all transferable utility deposits transferred hereundermade by Purchaser and Sellers on or before November 30, if any2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and all other utility deposits, if any, may be withdrawn by and refunded in the event any items subject to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period proration hereunder are discovered prior to the Final Proration Date in an amount greater than Date, the amount of all current basic rent owed by said tenant to Purchaser same shall be deemed a "Post-Closing Receipt" until promptly prorated by the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser shall provide Seller with any information reasonably necessary hereby agree to verify use the accuracy following, estimated 2016 real estate taxes and assessments for purposes of the Post-Closing Receipts reconciliation statement and upon proration of same at Closing: (x) $470,000.00 for the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing Shoppes at Parkland Real Property and the delivery Shoppes at Parkland Improvements and recording of (y) $180,000.00 for the DeedUniversity Palms Real Property and the University Palms Improvements. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Collected Rents and any other amounts (including, without limitation, payment of base rent, ground rent, parking income and reimbursements of Property operating costs) paid by tenants applicable to the month in which the Date of Closing occurs or prepaid by tenants for months after the month in which the Date of Closing occurs shall be prorated as of the Date of Closing and be adjusted against the Purchase Price on the basis of a schedule (the “Rent Schedule”) which shall be prepared by Seller and delivered to Purchaser two (2) business days prior to Closing. The Rent Schedule shall set forth (i) rents and other utility charges; fuels; prepaid operating expenses; real amounts payable applicable to the month in which the Date of Closing occurs, (ii) rents and personal property taxes prorated on other amounts collected by Seller applicable to the month in which the Date of Closing occurs, and (iii) rents and other amounts due but uncollected and applicable to the month in which the Date of Closing occurs, (the latter unpaid obligations being referred to herein as the “Current Delinquencies”), as well as rental and other payment delinquencies (excluding those applicable to the month in which the Date of Closing occurs) which are owed to Seller but uncollected as of the Date of Closing (“Delinquencies”). Purchaser shall receive a "net" basis (i.e. adjusted credit against the Purchase Price for all tenants' liabilitiesany cash security and other deposits with respect to the Leases, if anywhich deposits are held by Seller and have not been applied or forfeited as of Date of Closing. Such cash deposits will be kept by Seller. In the event that any security deposits are in the form of letters of credit or other financial instruments, Seller will, at Closing, assign its interest in such letters of credit or financial instruments to Purchaser, and, following Closing, Seller will cooperate with Purchaser, at no cost to Seller, in order to cause Purchaser to be named as beneficiary under such letters of credit and other financial instruments to be assigned to Purchaser, and Purchaser shall not receive a credit against the Purchase Price for such items); security deposits. 4.4.1. Vault charges, property taxes, sewer charges, utility charges and operating expenses actually paid or payable by Seller as of the Date of Closing, and which are reimbursable have not been reimbursed to Seller by tenants, shall be prorated as of the tenants Date of Closing and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller shall make a further adjustment for the period such charges which may have accrued or been incurred prior to the Date of Closing, but not collected or paid at that date. In addition, (i) within thirty (30) days following the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled cause the Manager to a credit complete the tenant expense reconciliations for all transferable utility deposits transferred hereunder2014 and deliver the reconciliation statement to Purchaser, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within to the extent the reconciliation statement shows a net amount owed to Seller, Purchaser shall within ten (10) days following pay such amount to Seller, (iii) to the end extent the reconciliation statement shows a net refund owed tenants, Seller shall within ten (10) days pay such amount to Purchaser, and (iv) Purchaser shall be responsible delivering the reconciliation statements to the tenants and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a result of each such reconciliations. Purchaser shall be responsible for completing tenant expense reconciliations for 2015 and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a result of such reconciliations. All prorations shall be made on a 365-day calendar year basis, using actual number of days in the month. DAL:0590722/00075:2361764v4 Taxes. Real estate taxes, personal property taxes, special assessments (and installments thereof) and other governmental taxes and charges relating to the Property, including annual or periodic permit fees, (collectively, “Taxes”) payable during the year in which Closing occurs shall be prorated as of the Date of Closing and adjusted against the Purchase Price. If Closing occurs before the actual Taxes payable during such year are known, the proration of Taxes shall be upon the basis of Taxes for the Property payable by Seller during the immediately preceding year; provided, however, that if the Taxes payable during the year in which Closing occurs are thereafter determined to be more or less than the Taxes payable during the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than November 15, 2015), except in the case of an ongoing tax protest), shall adjust the proration of Taxes and Seller or Purchaser, as the case may be, shall pay to Seller Post-Closing Receipts collected the other any amount required as a result of such adjustment, and further provided that any reproration of an increase in real estate taxes shall take into account only increases in the previous monthtax rate or millage, i.e., any portion of any real estate tax increase attributable to an increase in assessed value shall not be taken into account. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in real estate taxes assessed against the Property. All refunds or tax savings relating to real estate taxes (a) shall inure to the benefit of Seller if such refunds or tax savings relate to any period for which Seller owned the Property and (b) shall inure to the benefit of Purchaser if such refunds or tax savings relate to any period for which Purchaser owned the Property; provided, however, each party shall use pay its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary proportionate share of the Closing Datelegal and consulting fees actually incurred in connection with either party’s application for such refunds and tax savings, upon which proportionate share shall be based on the written request amount of Seller, Purchaser tax refunds or tax savings received by each party. This covenant shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance merge with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement deed delivered hereunder but shall survive the Closing Closing. If for the current ad valorem tax year the taxable value of the Property is determined by a special appraisal method that allows for appraisal of the Property at less than its market value, the person to whom the Property is transferred may not be allowed to qualify the Property for that special appraisal in a subsequent tax year and the delivery and recording Property may then be appraised at its full market value. In addition, the transfer of the Deed. 15.3 Seller covenants to operate, maintain and manage Property or a subsequent change in the use of the Property may result in the same manner that it has managed, maintained and operated imposition of an additional tax plus interest as a penalty for the transfer or change in the use of the Property. The taxable value of the Property during and the period applicable method of Seller's ownership, subject to reasonable wear appraisal for the current tax year is public information and tear and casualtymay be obtained from the tax appraisal district established for the county in which the Property is located.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by on the respective utilities involved. Assessments, excluding regular ad valorem basis of the actual number of days elapsed over the applicable period): (a) All real estate taxes, payable in 15.2 All basic rent paid following water charges, sewer rents, vault charges and assessments on the Closing Date by Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any tenant increase in the taxes on the Property resulting from the sale of the Property who is indebted under a Lease for basic rent for or from any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, improvements made or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost leases entered into on or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon If any assessments on the delivery Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Post-Closing Receipts reconciliationLeases, Purchaser and other tenant charges actually received. Seller shall deliver or provide a credit in an amount equal to Seller any Post-all prepaid rentals for periods after the Closing Receipts owing Date and all refundable security deposits (to Seller the extent the foregoing were made by tenants under the Leases and are not previously delivered applied or forfeited prior to Seller the Closing Date in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing respective Leases) to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from on the Closing Date. Seller shall retain deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs (and prorated between Purchaser and Seller accordingly), second, to the rents that shall then be due and payable to Purchaser for the period of time following the month in which Closing occurs, and third to any unpaid rents owed to Seller for the period of time prior to the month in which Closing occurs, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to sue pursue any remedy against any tenant for rent owed owing delinquent rents and any other amounts to ▇▇▇ler for Seller (but shall not be entitled to seek to terminate any period prior lease or any tenant’s right to possession), which right shall include the Proration Dateright to continue or commence legal actions or proceedings against any tenant. This Paragraph 15.2 Delivery of this Agreement the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and the delivery and recording any other amounts or other rights of any kind respecting tenants who are no longer tenants of the DeedProperty as of the Closing Date, Seller shall retain all rights relating thereto. 15.3 Seller covenants (c) All income and operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to operate, maintain and manage the Property and located in the same manner that it has managedgeographic area as the Property. (d) Charges and payments under Assumed Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (e) Any fees or licenses prepaid by Seller for which Purchaser will receive credit or benefit following Closing, maintained including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and operated annual permit and inspection fees. (f) Utilities, including, without limitation, telephone, steam, electricity and gas, on the Property during basis of the period of Seller's ownershipmost recently issued bills therefor, subject to reasonable wear adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (g) Deposits with telephone and tear other utility companies, and casualtyany other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (h) Intentionally Deleted. (i) Intentionally Deleted. (j) Intentionally Deleted.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior and similar items shall be credited to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser and Assessments payable in installments which are attributable to a credit for all transferable utility deposits transferred hereunderthe period of time prior to Closing shall be paid by Seller. If the amount of any of the items to be prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in Receipt to Seller, subject to proration for the previous monthmonth of Closing. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. PurchaserSeller will pay the cost of performing Seller's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Dateaudit. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; The following adjustments to the Purchase Price shall be made at the Closing by proration of the amounts as specified below as of 11:59 p.m. of the date preceeding the closing: (a) Ad valorem real estate and personal property taxes prorated applicable to the Properties for 1996, such apportionment to be made on the basis of the previous year's taxes unless the bill therefor is avail▇▇▇▇. Once the taxes for 1996 are established, upon written demand by either party, the parties shall promptly recompute such proration in accordance with the current tax figures, and any excess payment or credit received by a "net" basis party shall promptly be reimbursed by it to the other party. Buyer shall have the right to contest the 1996 taxes and Seller shall provide Buyer with any information in Seller's possession to assist such contest. The provisions for readjustment of taxes are intended to and shall survive the Closing of this transaction. (i.e. b) Water and sewer rentals, charges for the 10/29/96 6 supply of electricity, gas, trash collection and other utility and service charges. (c) Charges and receipts under service, maintenance, and other like contracts affecting the Subject Property. The amount of charges paid by Seller prior to the Closing and attributable to a period after the Closing shall be credited to Seller. The amount of receipts received prior to the Closing and attributable to a period after the Closing shall be credited to Buyer. (d) All other proratable items with respect to the Subject Property, including, but not limited to, rents. Security deposits shall be transferred as an escrow item which shall not adjust the Purchase Price. Rents and reimbursements for periods prior to Closing which have not been collected as of Closing, shall be applied first to post-Closing date delinquencies, and then to pre-Closing date delinquencies. (e) All items to be adjusted for all tenants' liabilitieswhich figures are not available at the Closing, including real estate taxes for the year 1996, will be adjusted, and payment therefor will be made by Seller to Buyer or by Buyer to Seller, as appropriate, as soon as figures are available after the Closing and, in the case of revenues, if any, for such items); operating expenses paid by Seller which when they are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedcollected. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Rents, including, without limitation, percentage rents, and all other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesincome from the operation of the Property, if any, and any additional charges and expenses payable by tenants under Leases, and assessments and charges payable to and collectable by the owner of the Property under the Property Declarations, all as and when actually collected; real property taxes (based on Title Company estimates, in the event that real property taxes for such itemsthe year of Closing are not fully ascertained as of the Closing Date) and assessments (on a cash basis); operating water, sewer and utility charges; and amounts payable under any Service Contracts to be assumed by Buyer at Closing; and any other ordinary and recurring expenses of the operation and maintenance of the Property and with respect to which Seller shall receive a credit at Closing in the amount of the prepaid or unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the date of Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the entire day of Closing and all subsequent periods, and Seller is entitled to the income and responsible for expenses attributable to all periods prior to the day of Closing), on the basis of a 365-day year. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions for which Buyer is responsible, as provided in Section 7.2. All rents and income collected after the Closing shall be applied and paid by as provided in this ‎Section 8.5(a). Buyer shall have no obligation to Seller to collect any such unpaid rents or other charges (but agrees to invoice same to the applicable tenant as otherwise provided below), and all rents and other charges collected shall be first applied to current rents and charges due, next to rents and charges past due (in reverse order to which are reimbursable by they become past due) for the tenants period after the Closing Date through the then current rent period, and lastly to rents and charges past due for the period prior to the Closing Date. If a tenant shall specifically designate a payment as being attributable to, less or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied provided no other amounts payable for the period from and after Closing are past-due. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent due after the Closing until the tenant is current on rents and sums due under the applicable Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. For a period of up to ninety (90) days after Closing, Buyer agrees to remit invoices prepared by Seller (in the name of Buyer) in order to ▇▇▇▇ items payable by tenant’s under Leases, but Buyer shall not be required to take any other action to collect such amounts due unless it chooses to take such action and Buyer may deduct the reasonable apportioned third-party costs of collection from any such amounts collected before remitting the balance due Seller. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted, to execute against the assets of such tenant required for operation in the Property, or to exercise any other landlord remedy against such tenant other than to ▇▇▇ for collection. To the extent Seller collects rents and charges for Leases after the Closing Date, Seller agrees to hold all collections in trust, and to promptly turn over such collections to Buyer, and Buyer shall apply such funds between Buyer and Seller in the manner provided herein. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within 180 days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this ‎Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount previously paid or expense stop or up to an expense cap, the proration between the parties of the income received from tenants over such base year amount or expense stop or up to an expense cap shall be calculated by multiplying the total reimbursement payable by the tenants; unpaid operating applicable tenant (after taking into account the applicable base year, expense stop or expense cap) for such applicable billing period by a fraction the numerator of which is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items (to which such base year, expense stop or expense cap apply, but without regard to the amount of any base year, expense stop or expense cap amounts), and the denominator of which is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, if applicable, fiscal) year within such billing period and billing items and otherwise in accordance with this ‎Section 8.5(a) (and after taking into account any estimated payments of rent actually collected by Seller and Buyer respectively for their respective period of ownership). By way of illustration but without limiting the foregoing, if: (i) the Closing occurs on June 1, 2016, (ii) during Seller’s period of ownership of the Property during the year 2016 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2016 (214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is 33 $400,000 (e.g., $950,000 total expenses minus a total base year amount of $550,000), then Seller would be entitled to $165,479.45 of such income ($400,000/365 days = $1,095.89 per diem multiplied by 151 days) and Buyer would be entitled to $234,520.55 of such income ($1,095.89 per diem multiplied by 214 days), regardless of the actual amount of expenses actually incurred by each party (which would have instead resulted in Seller receiving $189,473.68 of such income and Buyer receiving $210,526.32 of such income). For Leases which do not have a base year amount or expense stop or expense cap on expense reimbursements, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated by multiplying the total reimbursable expenses for each tenant by a fraction the numerator of which is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items, and the denominator of which is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, if applicable, fiscal) year within such billing period and billing items and otherwise in accordance with this Section 8.5(a) (and after taking into account any estimated payments of rent actually collected by Seller and Buyer respectively for their respective period of ownership). If any Lease is in effect for less than an entire year, then such proration and calculation of expense shall only be with respect to the applicable billing period under the applicable Lease. Notwithstanding the above, (i) any amounts of rent or additional rent due to or from tenants with respect to Leases terminated before the Date of Closing shall be the sole obligation/benefit of Seller, and (ii) any amounts of rent or additional rent due to or from tenants with respect to Leases for which rent first commences on or after the date of Closing shall be the sole obligation/benefit of Buyer and shall not be subject to proration or adjustment under the above provisions. All adjustments set forth above shall be calculated on a tenant by tenant basis. In calculating prorations, no expenses shall be included within the numerator or denominator unless such expenses are reimbursable under the applicable Lease without giving effect to any lease provisions creating a base year, expense stop or expense cap with respect to the total amount of such expenses that are reimbursable to landlord. Notwithstanding anything herein to the contrary, except as provided in the second sentence of this paragraph, Seller shall be solely responsible, at Seller's sole cost and expense, for all tenant reimbursements, payments, credits and reconciliations due tenants for the period prior to Closing based on funds collected by Seller prior to Closing (and for all reconciliation periods prior to the current reconciliation period in which the Closing Date prorated on a "net" basisoccurs, as set forth above; applicable), whether such amounts are determined to be due as a result of an audit exercisable by a tenant under a Lease that is exercised after Closing or otherwise, and Seller shall indemnify and defend and hold Buyer harmless from and against all other items costs, expenses, liabilities and credits that may be due or become due to tenants attributable to any such prior periods (and for all reconciliation periods which ended prior to the Closing Date). In the event any tenants are due reimbursements, payments, credits or reconciliations attributable to such prior periods prior to Closing and such credits are known to and not disputed at Closing by Seller, Buyer shall receive a credit at Closing against the Purchase Price in the amount of expense such outstanding reimbursements, payments, credits or reconciliations due tenants and income Buyer shall be adjusted ratably responsible for paying same due tenants to the extent, but only to the extent, of the credit given Buyer by Seller hereunder at Closing. This provision shall survive Closing without limitation as to time. The amount of 12:01 a.m. on any cash security deposits and pre-paid rents attributable to periods following the Closing Date Closing, if any, held by Seller under Leases shall be credited against the Purchase Price ("Proration Date"). and Seller shall be entitled to retain such cash security deposits and such pre-paid rent). Seller will use commercially reasonable efforts (including payment of any reasonable issuer fees not otherwise payable by the applicable tenant) to cause any letters of credit held as security deposits to be transferred to, or reissued in, the name of Buyer at Closing. With respect to any such letters of credit held as security deposits that are not so transferred or reissued into the name of Buyer as of Closing, Seller shall continue to hold such letters of credit on behalf of Buyer and shall act as lawfully directed by Buyer following Closing with respect to any such letters of credit; provided, however, that Buyer shall defend, indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs, expenses, obligations and liabilities (including, without limitation, court costs and reasonable attorneys’ fees and disbursements) incurred by Seller arising out of any action taken by Seller with respect to any such letter of credit in accordance with instructions as Buyer may direct. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such accounts are transferred to Buyer and Buyer receives the benefit of same. Buyer and Seller shall cooperate to cause all utilities to be transferred into Buyer’s name and account, or, at the option of either party, to cause Seller’s existing accounts to be closed and to cause a credit for all transferable new account to be opened in Buyer’s name, at the time of or immediately upon Closing in which event Seller shall be entitled to any refunds of any such utility deposits transferred hereunderor other deposits. Notwithstanding any provision above to the contrary, utility charges (including, but not limited to, water rates and sewer charges or rentals), if anymetered shall not be apportioned at Closing, but Seller shall cause all utility meters to be read not more than two (2) days before Closing Date, and Seller agrees to pay promptly after receipt all other utility deposits, if any, may be withdrawn by bills and refunded charges accruing up to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by including the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following day preceding the Closing Date and Buyer agrees to pay all charges from and after Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits are based on estimates, or cannot be calculated accurately on the Closing Date, or in the case of rents or other charges received from tenants or other assessments due to or payable by any tenant the owner of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an Property Declarations, such amount greater than have not been collected, then the amount of all current basic rent owed by said tenant to Purchaser same shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year calculated as soon as reasonably practicable after the Closing Date, or the date actual amounts or known, or the date such amounts have been collected, as applicable, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) days after written demand by the other party (or any other amount due by one party to the other for the period after Closing under this Agreement not paid within thirty (30) days after demand by the party to who payment is owed) shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) such the prime rate (or base rate) reported from time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected time in the previous month“Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written Upon request of Sellereither party, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser parties shall provide Seller with any information reasonably necessary a detailed and accurate written statement signed by such party certifying as to verify the accuracy of payments received by such party from tenants or third parties under the Post-Property Declarations (but subject to proration hereunder) prior to or from and after Closing Receipts reconciliation statement and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. (b) All title charges (including survey coverage and other endorsements and reinsurance charges to the verification of additional funds owing to SellerTitle Policy and the lender’s title policy, Purchaser but excluding the basic premium for the Title Policy), survey costs and recording fees shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Datebe paid by Buyer at Closing. Seller shall retain be responsible for the right to sue basic premium for the Title Policy. Any escrow or closing fees shall be split equally between Seller and Buyer. The parties will execute and deliver any tenant for rent owed to ▇▇▇ler for any period prior required transfer or other similar tax declarations to the Proration Date. This Paragraph 15.2 appropriate governmental entity at Closing. (c) Any percentage rent received in the year in which Closing occurs shall be prorated based upon the number of days of Seller’s and Buyer’s respective ownership of the Property, regardless of whether such sales occur during the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (d) The provisions of this Agreement Section 8.5 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Rents and other any additional charges and expenses payable by Tenants under Leases; real property taxes and assessments; water, sewer and utility charges; fuelsamounts payable under any Service Contracts (other than Terminated Contracts); prepaid operating expensesannual permits and/or inspection fees (calculated on the basis of the period covered); real and personal property taxes any other income or expenses of the operation and maintenance of the Property shall all be prorated as of 11:59 p.m. on the date immediately preceding the Closing Date (i.e., Purchaser is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a "net" basis 365-day year and otherwise in accordance with this Section 10.5. Seller shall deliver draft prorations to Purchaser at least five (i.e. adjusted 5) Business Days before Closing Date. (b) Purchaser shall receive a credit at Closing for all tenants' liabilitiesrents, if any, including estimated payments for such items); operating expenses paid and real estate taxes, collected by Seller which are reimbursable by the tenants for the period prior to the Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants except as provided in this Section 10.5(b). All rent or other sums collected or received by Seller after Closing shall be promptly remitted to Purchaser to be applied and distributed in accordance with this Section 10.5(b). All rent received by Purchaser after Closing shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Purchaser shall use reasonable efforts to collect rents and other sums owing to Seller in the usual course of Purchaser’s operation of the Property, provided, however, that Purchaser shall not be required to pursue or institute any action to evict any tenant or any other collection proceedings to collect delinquent rentals. Seller shall have no right to contact Tenants or collect any such rents and other sums from Tenants after Closing and Seller shall have no right to cause any such Tenant to be evicted or to exercise any other landlord remedy against such Tenant after Closing. In the event Seller receives rents from Tenants applicable to periods after the Closing Date, less Seller shall immediately forward the full amount of such rents to Purchaser to be applied by Purchaser in accordance with this Section 10.5(b). (c) At Closing, (i) Seller shall credit Purchaser with the amount of any amount previously paid cash security deposits actually held by Seller pursuant to the tenants; unpaid operating expenses for Leases (to the period extent such security deposits are not applied against delinquent rents in accordance with the Leases). Any taxes that are payable in the year in which the Closing occurs (“Current Tax Year”) shall be prorated between Purchaser and Seller based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Purchaser). Fees and charges under the Service Contracts (other than the Terminated Contracts) in respect of the most recent billing period which includes the Closing Date (“Current Billing Period”) shall be prorated on a "net" basisper diem basis based upon the number of days in the Current Billing Period prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Billing Period on and after the Closing Date (which shall be allocated to Purchaser) and assuming that all fees and charges are incurred uniformly during the Current Billing Period. Calculations hereunder shall be based upon the most recent statement rendered to Seller by the applicable service provider and, after an actual statement covering the Current Billing Period is received, a copy shall be delivered to Purchaser or Seller, as set forth above; applicable, and all other items the apportionment of expense and income such charges hereunder shall be adjusted ratably as recomputed if necessary. (d) Seller and Purchaser hereby agree that if any of 12:01 a.m. the aforesaid prorations and credits cannot reasonably be calculated accurately on the Closing Date ("Proration Date"). Seller or in the case of rents or other charges received from Tenants, such amount have not been collected, then the same shall be entitled to a credit for all transferable utility deposits transferred hereunder, if anycalculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and all either party owing the other utility depositsparty a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within sixty (60) days thereafter. Upon request of either party, if anythe parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received or expenses incurred by such party from Tenants from and after Closing and to the manner in which such payments were applied, may be withdrawn and shall make their books and records available for inspection by and refunded to the other party during ordinary business hours upon reasonable advance notice. (e) Not more than sixty (60) days after the Closing, Seller and Purchaser shall make its own replacement deposits for utilities as may be required by a final calculation of the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, operating expenses and all other prorations or adjustments for the Property, including any adjustments for rent or escalation payments payable in 15.2 All basic rent paid following under the Closing Date by any tenant of Leases in connection therewith. If such calculation discloses that Seller has collected more in estimated payments from Tenants for rents, operating expenses and taxes than it is entitled to retain after the Property who is indebted under a Lease final reconciliations are completed, Seller shall pay such excess to Purchaser for basic rent for any period prior refund to the Proration Date tenants, and if Seller has collected less in an amount greater estimated payments than the amount of all current basic rent owed by said tenant it is entitled to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year receive after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar monthfinal reconciliations are completed, Purchaser shall pay such amounts to Seller Post-Closing Receipts when and as collected in from the previous monthtenants. Purchaser shall use its reasonable, good faith efforts, at no additional cost No insurance policies of the Seller are to be assigned or expense otherwise transferred to the Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary and no apportionment of the Closing Date, upon the written request of Seller, Purchaser premiums therefor shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Datebe made. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 The provisions of this Agreement Section 10.5 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 5.2.1 Rentals from Leases (including fixed monthly rentals and other utility charges; fuels; periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid operating expenses; real rentals and personal property taxes prepaid payments (collectively, “Rent”) shall, subject to the further provisions hereof, be prorated on the basis that Buyer shall receive a "net" basis (i.e. adjusted credit for all tenants' liabilities, if any, for such items); operating expenses paid security deposits actually held by Seller and for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the same to Seller, after application of the same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of the Closing on the basis of the most recent assessed valuation of and rates and multiplier applicable to the Property. If prorations are reimbursable by not made on the tenants basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing Date, less any amount previously paid by cash payment upon demand to the tenants; unpaid operating expenses for party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing Date prorated on a "net" basis, as set forth above; and (including all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on supplemental taxes which are allocable to the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to Closing) and Buyer shall bear all taxes allocable to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year period after the Closing Date, or (ii) such time as including all such indebtedness is paid in full. Within ten (10) days following supplemental taxes which arc allocable to the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days period after the oneClosing). 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property closed out effective as of the Closing Date; if such close-year anniversary out is not possible, utilities shall be prorated as of the Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the Closing occurs). 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants which accrue as of the Closing Date, upon but which are not then due and payable (collectively, the written request “Operating Expenses”), shall not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the Closing Date; provided, however, that any monthly or periodic deposits or payments of Seller, Purchaser estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the Closing Date shall deliver to Seller a reconciliation statement be prorated as of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Buyer and Seller shall prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to Closing Receipts reconciliationwith actual Operating Expenses paid by Seller with respect to such period, Purchaser shall deliver to Seller so that if there are any Post-Closing Receipts rebates owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant Tenants for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ’s ownership, subject Seller shall pay Buyer the amount of such rebates at Closing, and if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to reasonable wear the period of Seller’s ownership, Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer’s receipt of the same (and tear and casualtyBuyer shall exert diligent good faith efforts to collect the same). Any prorations under this Agreement based upon monthly amounts shall be based upon a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. 15.1 Water Prior to the Closing, Seller shall determine the amounts of the prorations in accordance with this Agreement and notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. The prorations shall be calculated as of 11:59 p.m. on the day immediately preceding the Closing Date. Thereafter, Purchaser and Seller shall each inform Title Company of such amounts. The following items shall be prorated as of the Closing Date and shall be deducted from or added to the Purchase Price, as appropriate, payable at the Closing: (a) Non-delinquent general real estate taxes for the Property shall be prorated based on 110% of the most recent tax ▇▇▇▇(s) for the Property. As the Purchaser is a municipal corporation, the property will be tax exempt post-Closing. Seller and Purchaser agree to cooperate on obtaining said exemption. Seller reserves the right to appeal the taxes for the year of Closing and prior years and obtain any reductions, certificates of error, objections or other utility charges; fuels; prepaid operating expenses; real refunds. Seller and personal property Purchaser agree to re-prorate the taxes prorated on a "net" basis for the year of Closing. (i.e. adjusted for all tenants' liabilities, if any, for such items); b) All operating expenses paid by of the Property which pertain to a period both prior to and after the Closing Date, including, without limitation, utility charges (including, without limitation, water and sewer charges) based on the last ascertainable bills (if current bills are not available) if and to the extent that final meter readings cannot be made and separate bills issued to Seller which are reimbursable and Purchaser by the tenants for the period utility suppliers prior to the Closing Date; provided, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basishowever, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to that Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period hereby agree to cooperate to seek to have such final meter readings made prior to Closing and the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant account party changed to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time effective as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Subject to the provisions of Exhibit E hereto the following shall be apportioned with respect to the Property: (i) real property taxes affecting the Realty and personal property taxes affecting the Personalty for the then current year, as of the date of Closing, any apportionment of such taxes with respect to a tax year for which either the tax rate or assessed valuation or both have not yet been fixed to be made upon the basis of the tax rate and/or assessed valuation last fixed; provided that Seller and Purchaser agree that to the extent the actual taxes for the current year differ from the amount so apportioned at Closing, Seller and Purchaser will make all necessary adjustments by appropriate payments between themselves following Closing, such obligation to survive Closing; (ii) current expenses under the Operating Agreements; and (iii) gas, electricity, water, trash disposal and other utility charges; fuels; prepaid operating expenses; . (b) In making such apportionments, Purchaser shall be responsible for real and personal property taxes prorated on and other expenses accrued or incurred from and after the date of Closing. All such apportionments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of such overpayment within thirty (30) days after receiving written demand therefor; provided that the party hereto receiving such notice has received sufficient evidence to verify the amount of such overpayment. In the event such party has not received sufficient evidence to verify the amount of overpayment, such party shall be afforded additional time to verify and/or dispute the amount of overpayment, but in no event longer than thirty (30) days after the notice. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustments if no such adjustments have been requested after a "net" basis period of sixty (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to 60) days after the Closing Date, less any amount previously paid . All other matters with respect to apportionments shall be governed by the tenants; unpaid operating expenses for Closing Memorandum. The provisions of this Section 4.4(b) shall survive Closing. (c) Governmental assessments against the period Realty shall not be prorated, but such assessments shall be paid in full by Seller at or prior to the Closing Date prorated on a "net" basisif the work for which assessment was made has been fully performed, as set forth above; or assumed and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, paid by Purchaser if any, and all other utility deposits, if any, may be withdrawn such work has not been fully performed by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 5.2.1 Rentals (including fixed monthly rentals and other utility charges; fuels; periodic rentals, additional rentals, operating cost pass- throughs and other sums and charges payable by the tenants), prepaid operating expenses; real rentals and personal property taxes prepaid payments (collectively, "Rent") shall, subject to the further provisions hereof, be prorated on the basis that Buyer shall receive a "net" basis (i.e. adjusted credit for all tenants' liabilitiesRent which Seller has actually received before the Closing which is allocable to the period after the Closing and for all security deposits paid to the landlord under the Leases as referenced in the Leases, less only the amount thereof, if any, Seller shall have applied pursuant to one or more Leases (in which event Seller shall provide Buyer with a written explanation of the application of same). Seller shall not receive a credit for such items); operating expenses paid by any Rent Seller has not received as of the Closing which are reimbursable by the tenants for is allocable to the period prior to the Closing. If Buyer shall collect any such Rent after the Closing (Buyer shall exert good faith efforts to collect such Rent), Buyer shall promptly pay the same to Seller. 5.2.2 Real estate taxes shall be prorated as of the Closing on the basis of the most recent assessed valuation of and rates and multiplier applicable to the Property. 5.2.3 Utilities shall be read at the Closing Date and Seller shall be responsible for payment of such utilities. Buyer shall establish new utility accounts and shall be responsible for all utilities from and after the Closing. 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by tenants of the Project which accrue as of the Closing Date, less but which are not then due and payable (collectively, the "Operating Expenses"), shall not be prorated, except as herein provided. Buyer shall receive and retain any amount previously Operating Expenses paid by tenants of the tenantsProject on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by tenants of the Project prior to the Closing Date; unpaid operating expenses for provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the period month in which the Closing occurs received by Seller prior to the Closing Date prorated or by Buyer on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on or after the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities prorated as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date. Buyer and Seller shall cooperate within thirty (30) days after Closing to reconcile actual Operating Expenses collected by Seller from Project tenants prior to Closing with actual Operating Expenses paid by Seller with respect to such period, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller so that if there are any Post-Closing Receipts rebates owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant Project tenants for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject Seller shall be charged therefor, and if the Project tenants owe the landlord any additional amounts for Operating Expenses with respect to reasonable wear the period of Seller's ownership, and tear and casualtyactually pay such amounts to Buyer (Buyer agrees to exert good faith efforts to collect the same), Seller shall be entitled to receive such amounts from Buyer. Any prorations under this Agreement shall be based upon the actual number of days in the applicable period.

Prorations. 15.1 Water 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits and, if applicable under the laws of the State of Georgia, interest thereon (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiestaxes, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior Tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date ("Proration Date"), and credited against the balance of the cash due at Closing. Seller If real estate tax bills for the year 1997 are not available, real estate taxes for the year 1997 shall be entitled prorated based on 105% of 1996 taxes. Assessments payable in installments which are due subsequent to a credit for all transferable utility deposits transferred hereunderthe Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 13.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Date in an amount greater than Closing Date, after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser rent, shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All rents and other utility charges; fuels; prepaid operating expenses; income from the Property, including any initial lump sum or disproportionate payments which shall be allocable over the term of any agreement to which such payments relate, and real estate and personal property taxes ad valorem taxes, and other operating expenses from the Property shall be prorated on the basis of a "net" basis (i.e. adjusted for 365 day year through the day preceding the day of Closing. If Closing is extended by mutual agreement, all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by adjustments shall be made as of the tenants for the period day prior to the Closing Dateextended date. Without limitation upon the foregoing, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date following items shall be adjusted or prorated on a "net" basis, between Contributor and OP as set forth abovebelow: (a) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; OP shall include such delinquencies in its normal billing and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on pursue the collection thereof in good faith after the Closing Date ("Proration Date"but OP shall not be required to litigate or declare a default in any Tenant Lease). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by To the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant extent OP receives amounts on account of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to OP in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Contributor's share thereof being promptly delivered to Contributor. OP may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Contributor is entitled to receive its share of charges or amounts without first obtaining Contributor's written consent. Contributor hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Contributor. OP shall reasonably cooperate with Contributor in any collection efforts hereunder (ii) such time but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, Contributor shall retain all rights relating thereto. (b) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the written request latest previous tax levies. Such items shall be reapportioned between Contributor and OP if current tax rates differ from the latest previous tax rates as soon as the same are known. Contributor agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Contributor or the OP at any time subsequent to Closing but with reference to any period prior thereto during Contributor's ownership thereof, Contributor shall promptly pay to OP an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Contributor's ownership of Sellerthe Property, Purchaser such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Contributor) shall deliver be promptly paid over to Seller a reconciliation statement of Post-Closing Receipts through Contributor. In the first year event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with OP assuming the obligation to pay any installment due after the Closing Date). Upon In no event shall Contributor be charged with or be responsible for any increase in the delivery taxes on the Property resulting from the sale of the Post-Property or from any improvements made or lease entered into on or after the Closing Receipts reconciliationDate. (c) Interest with respect to all indebtedness or liabilities which will be a credit to the Consideration to be paid by OP for the contribution of the Property by Contributor; (d) Transferable annual permits, Purchaser licenses, and/or inspection fees, if any, on the basis of the duration of the same; (e) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall deliver be credited (or assigned) to Seller any Post-Closing Receipts owing OP; (f) Utility charges levied against Contributor or the Property, and OP shall transfer all such utility services to Seller its name and not previously delivered to Seller account immediately upon Closing; (g) Service Contracts on the basis of the charge or premium for the period involved; (h) Tenant improvements costs and leasing commissions for leases signed after the Effective Date shall be paid by OP if approved by OP in accordance with Section 4.3. (i) All other operating expenses incurred in the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy management and operation of the Post-Closing Receipts reconciliation statement Property. No insurance policies shall be assigned hereunder, and upon the verification accordingly there shall be no proration of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receiptsinsurance premiums. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior Notwithstanding anything to the Proration Date. This Paragraph 15.2 contrary contained in this Agreement, the provisions of this Agreement Section 6.2 shall survive Closing. Any prorations of any kind described in this Agreement payable by Contributor to OP shall be treated as a reduction in the Closing amount of the Distribution Loan Proceeds that are distributed to Contributor under Section 1.2(d). Any such prorations payable by OP to Contributor shall be funded by an increase in the amount of the Distribution Loan and the delivery and recording proceeds thereof that are distributed to Contributor under Section 1.2(d) of the Deedthis Agreement. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real (a) Real estate and personal property taxes, costs and revenues (including rents), monthly assessments by the Association, and all other proratable items shall be prorated as of the date of Closing. Seller shall pay all applicable sales and/or use tax due on revenues received and purchases made prior to the Closing date and shall comply with all statutory provisions necessary for Purchaser to avoid transferee liability for same. In the event the taxes prorated on a "net" basis (i.e. for the year of Closing are unknown, the tax proration will be based upon the taxes for the prior year and, at the request of either party, the taxes for the year of Closing shall be reprorated and adjusted for all tenants' liabilities, if any, when the tax ▇▇▇▇ for such items); operating expenses paid by Seller which are reimbursable by year is received and the tenants actual amount of taxes is known. (b) Purchaser will receive a credit at Closing for the prorated amount of all base or fixed rent payable pursuant to the Leases and all additional rents (collectively, “Rent”) previously paid to, or collected by, Seller and attributable to any period following the Closing Date. Rents are “Delinquent” when they were due prior to the Closing Date, less and payment thereof has not been made on or before the Closing Date. Delinquent Rent shall not be prorated at Closing. All Rent collected by Purchaser or Seller from each tenant under the Leases from and after Closing will be applied as follows: (i) first, to Delinquent Rent owed for the month in which the Closing Date occurs, (ii) second, to any amount previously paid by the tenants; unpaid operating expenses accrued Rents owing to Purchaser after Closing, and (iii) third, to Delinquent Rents owing to Seller for the period prior to the Closing Date prorated on a "net" basis, as set forth above; Closing. Any Rent collected by Purchaser and all other items of expense due Seller will be promptly remitted to Seller. Any Rent collected by Seller and income due Purchaser shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")promptly remitted to Purchaser. Seller shall be entitled Purchaser is not required to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded make efforts to collect Delinquent Rents owed to Seller and Purchaser shall make its own replacement deposits for utilities as may not be required by to bring suit to collect same. Notwithstanding anything to the respective utilities involved. Assessmentscontrary contained herein, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid Seller shall not be prohibited or restricted from pursuing any tenant under the Leases for any Delinquent Rents due Seller for any period attributable to Seller’s ownership of the Property; provided that Seller shall wait for a period of not less than thirty (30) days following Closing before the Closing Date by initiation of a legal action for collection of Delinquent Rents against a prior tenant of Seller; and Seller’s right to proceed against a former tenant shall be limited to an action for Delinquent Rents and shall not seek to evict any tenant of the Property who is indebted under a Lease or to recover possession of an tenant’s space. (c) With respect to electricity, telephone, television, water and sewer services that are metered at the Property and other utilities (collectively, “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for basic rent for any period the Utilities on or immediately prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be prorated as of the right Closing Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted and reprorated to sue any tenant reflect the actual per diem rate for rent owed to ▇▇▇ler for any the billing period prior to Closing and Seller or Purchaser, as the Proration case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (d) Association charges attributable to the Units shall be current as of the Closing Date. This Paragraph 15.2 However, any special assessments, capital or other contributions imposed by the Association, including without limitation the January 16, 2014 special assessment for repair work to the Condominium building and past capital expenses of the Association with respect to common areas, the baywall, and seawall, and any other special assessment imposed by the Association prior to the Closing Date, shall be paid by Seller in full at or prior to Closing (irrespective of whether Seller previously elected to pay such assessments in installments). (e) All security deposits, prepaid rentals, cleaning fees and other fees and deposits, plus any interest accrued thereon, paid by the tenants under the Leases shall be transferred or credited to Purchaser at Closing. The parties shall exchange figures to calculate prorations no later than three (3) days prior to the Closing Date. The provisions of this Agreement Section 14 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges; fuels; prepaid operating expenses; real and personal property taxes prorated . If there are meters on a "net" basis the Real Property, Seller will cause readings of all said meters to be performed not more than five (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period 5) days prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser two (2) days prior to the Closing Date prorated on a (the "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration DateCLOSING STATEMENT"). Seller The Closing Statement, once agreed upon, shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, signed by Purchaser and all other utility deposits, if any, may Seller. The proration shall be withdrawn paid at Closing by and refunded Purchaser to Seller and (if the prorations result in a net credit to Seller) or by Seller to Purchaser shall make its own replacement deposits for utilities as may (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be required delivered by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant Purchaser in payment of the Property who is indebted under a Lease for basic rent for any period prior to Purchase Price at the Closing. If the actual amounts of the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time Items are not known as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller, Purchaser shall deliver 's insurance policies will not be assigned to Seller a reconciliation statement Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of Post-Closing Receipts through the first year after the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Upon Seller will be entitled to all deposits presently in effect with the delivery utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers, but Seller will, if necessary, maintain such deposits until such time as Purchaser can post its own deposits (but in no event longer than thirty (30) days after Closing) so that such utility service will not be discontinued to the Property. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Post-Closing Receipts reconciliation, Purchaser shall deliver Proration Time) of all Rental previously paid to Seller any Post-Closing Receipts owing to or collected by Seller and not previously delivered attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant's share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in accordance with such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenant under the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy Lease or from other occupants or users of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing Property. Rental is "DELINQUENT" when it was due prior to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date, and payment thereof has not been made on or before the Proration Time. Seller shall retain Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the right collection of any Delinquent Rental, but Purchaser will have no liability for the failure to sue collect any tenant for rent such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by Tenant. All sums collected by Purchaser from and after Closing from Tenant (excluding tenant specific ▇▇▇ler ▇▇▇▇▇ for any period prior tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to the Proration Datecurrent amounts owed by such Tenant to Purchaser and then to delinquencies owed by such Tenant to Seller. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedAny sums due Seller will be promptly remitted to Seller. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits and, if applicable under the laws of the State of North Carolina, interest thereon (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiestaxes, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior Tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. In addition, subject to the provisions of Paragraph 25 below, Purchaser shall give Seller a credit at closing for all transferable utility deposits transferred hereunderescrows, if any, reserves and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required holdbacks held by the respective utilities involvedlender under the Loan Documents, which escrows, reserves and holdbacks shall be assigned to Purchaser. Assessments, excluding regular ad valorem real estate taxes, payable inAll prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 15.2 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Date in an amount greater than Closing Date, after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser rent, shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) As between Assignee and other Tenant, revenues and expenses, utility charges; fuels; prepaid operating expenses; charges for the billing period in which the Transfer Date occurs, real and personal property taxes taxes, certain prepaid expenses and other related items of revenue or expense attributable to the Facility shall be prorated on a "net" basis (i.e. adjusted between Tenant and Assignee as of the Transfer Date. In general, such prorations shall be made so that as between Assignee and Tenant, Tenant shall be reimbursed for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which prepaid expense items to the extent that the same are reimbursable by attributable to periods after the tenants Transfer Date and Tenant shall remain responsible for the period payment as and when due of unpaid expenses to the extent that the same are attributable to periods prior to the Closing Transfer Date, less . The intent of this provision shall be implemented by Assignee remitting to Tenant any amount previously paid invoices which describe goods or services provided to the Facility before the Transfer Date and by the tenants; unpaid operating expenses Assignee assuming responsibility for the period prior payment of any invoices which describe goods or services provided to the Closing Date prorated Facility on a "net" basis, as set forth above; and all other items of expense and income after the Transfer Date. (b) All such prorations shall be adjusted ratably made on the basis of actual days elapsed in the relevant accounting or revenue period and shall be based on the most recent information available to Tenant. Utility charges which are not metered and read on the Transfer Date shall be estimated based on prior charges, and shall be re-prorated upon receipt of statements therefor as of 12:01 a.m. on the Closing Transfer Date. (c) All amounts which are subject to proration under the terms of this Agreement and which require adjustment after the Transfer Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of settled within thirty (i30) one year days after the Closing DateTransfer Date or, or in the event the information necessary for such adjustment is not available within said thirty (ii30) such time as all such indebtedness is paid in full. Within day period, then within ten (10) business days following of receipt of information by either party necessary to settle the end of each calendar month, Purchaser shall pay amounts subject to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. proration. (d) Within 30 five (5) business days after the one-year anniversary of the Closing Transfer Date, upon the written request of Seller, Purchaser Assignee shall deliver remit to Seller Tenant a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver cashiers check in an amount equal to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior ▇▇ cash (as compared to resident funds) maintained at the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording Facility by Tenant as of the DeedTransfer Date. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rentals, in accordance with Section 10.4(b) below and other utility charges; fuels; income from the Property. (ii) Any prepaid rents. (iii) Taxes. (iv) All operating expenses; real expenses paid by the owner of the Property. Seller will be charged and personal property taxes prorated credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a "net" preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for twelve (i.e. adjusted 12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all tenants' liabilitiesRental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, for such items); operating expenses paid received by Seller which are reimbursable after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by the tenants for Tenant under the period Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, less and payment thereof has not been made on or before the Proration Time. Purchaser agrees to use commercially reasonable efforts with respect to the collection of any amount previously paid Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by Tenant. All sums collected by Purchaser from and after Closing from Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(c) below) will be applied first to current amounts owed by the tenants; unpaid operating expenses for the period prior Tenant to the Closing Date prorated on a "net" basis, as set forth above; Purchaser and all other items of expense and income shall then to delinquencies owed by Tenant to Seller. Any sums due Seller will be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")promptly remitted to Seller. Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the have no rights after Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from any amounts due under the Closing Date. Seller shall retain the right Lease or to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedotherwise pursue Tenant. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated Purchaser agree to adjust, as of 11:59 p.m. on a "net" basis the day preceding the Closing Date (i.e. adjusted for all tenants' liabilitiesthe “Proration Time”), the following (collectively, the “Proration Items”): (i) Utility charges payable by Seller, if any, for such items); operating expenses paid by including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller which are reimbursable by the tenants for the period will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (ii) License fees and any other amounts payable under the AT&T Wireless License, if any. (iii) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. (iv) Any unconfirmed assessments will be satisfied in full by Seller at Closing. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")signed by Purchaser and Seller. Seller The prorations shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn paid at Closing by and refunded Purchaser to Seller and (if the prorations result in a net credit to Seller) or by Seller to Purchaser shall make its own replacement deposits for utilities as may (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be required delivered by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant Purchaser in payment of the Property who is indebted under a Lease for basic rent for any period prior to Purchase Price at the Closing. If the actual amounts of the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time Items are not known as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller, Purchaser shall deliver ’s insurance policies will not be assigned to Seller a reconciliation statement Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of Post-Closing Receipts through the first year after the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver Seller will be entitled to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller all deposits presently in accordance effect with the terms hereof. utility providers, and Purchaser shall provide Seller with any information reasonably necessary will be obligated to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler make its own arrangements for any period prior to deposits with the Proration Dateutility providers. This Paragraph 15.2 The provisions of this Agreement shall Section 10.4(a) will survive the Closing and the delivery and recording of the Deedfor twelve (12) months. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Seller and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes prorated and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of 12:01 a.m. the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date Time, in which event no proration will be made at the Closing with respect to utility bills ("Proration Date"except to the extent covered by the proration of Operating Expense Recoveries). Seller shall will be entitled to a credit for all transferable deposits presently in effect with the utility deposits transferred hereunder, if anyproviders, and all other utility deposits, if any, may Purchaser will be withdrawn by and refunded obligated to Seller and Purchaser shall make its own replacement arrangements for deposits for with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date by has occurred, and in the event any tenant of the Property who is indebted under a Lease for basic rent for any period items subject to proration hereunder are discovered prior to the Final Proration Date in an amount greater than Date, the amount of all current basic rent owed by said tenant to Purchaser same shall be deemed a "Post-Closing Receipt" until promptly prorated by the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and Purchaser shall provide Seller with any information reasonably necessary hereby agree to verify use the accuracy following, estimated 2016 real estate taxes and assessments for purposes of the Post-Closing Receipts reconciliation statement and upon the verification proration of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedsame at Closing: $110,000.00. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Real property taxes and other assessments; water, sewer and utility charges; fuelsamounts payable under any Service Contracts or other agreements or documents assumed by Buyer in accordance with the terms and conditions of Section 7.2; prepaid operating expenses; real and personal property taxes prorated annual permits and/or inspection fees (calculated on a "net" the basis (i.e. adjusted for all tenants' liabilities, if any, for such itemsof the period covered); operating and any other expenses of the maintenance of the Property (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are reimbursable being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the tenants amount of the prepaid or unamortized portion thereof), shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the period prior expenses of the day of Closing), on the basis of a 365-day year. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property if the utility companies agree, in writing, that such deposits shall be transferred to Buyer for its account. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. To the extent Seller does not receive a credit for a deposit, Seller hereby retains the rights to such deposit and to pursue such amounts. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, less any amount previously paid by then the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income same shall be adjusted ratably calculated as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities soon as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year reasonably practicable after the Closing Date, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) such the prime rate (or base rate) reported from time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected time in the previous month“Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Purchaser Seller retains the right to pursue and control any pending tax appeals applicable to periods prior to the tax year of the Closing, and Buyer shall use its reasonable, good faith efforts, cooperate with Seller with respect to such appeals at no additional material cost or expense to PurchaserBuyer. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller. To the extent Buyer receives any such refund, Buyer shall remit such refund to collect Seller within five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall prorate all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after costs incurred and recovered in connection therewith based on the one-year anniversary portion of the Closing Date, upon the written request proceeds of Seller, Purchaser shall deliver any tax appeal recovery allocable to Seller a reconciliation statement each party’s respective period of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery ownership of the Post-Property. (b) Except as provided in Article IV, Section 6.2 and Section 9.5 of this Agreement, (i) Buyer shall be responsible for all survey costs, the cost of any ALTA policy, title endorsements and other title fees, and all escrow or closing fees, (ii) Seller will be responsible for the County documentary transfer tax, and (iii) all other costs and expenses not listed in subclauses (i) and (ii) above, shall be paid by Buyer and Seller at Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with prevailing local custom in the terms hereofcity, county and state in which the Property is located. Purchaser shall provide Seller with The parties will execute and deliver any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior required transfer or other similar tax declarations to the Proration Date. This Paragraph 15.2 appropriate governmental entity at Closing. (c) The provisions of this Agreement Section 8.5 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water For purposes of Section 6.3 of the Purchase Agreement, the term "Property" shall be deemed to include the Excluded Parcel and other utility charges; fuels; prepaid operating expenses; real all proration's, adjustments and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as reconciliations set forth above; and all other items in Section 6.3 of expense and income the Purchase Agreement shall be adjusted ratably as based upon all of 12:01 a.m. on the Closing Date ("Proration Date")real property described in Exhibit B attached hereto, which is the Real Property being sold under the Purchase Agreement together with the Excluded Parcel being sold under the Excluded Parcel Purchase Agreement. Seller Accordingly, there shall be entitled to a credit no prorations, adjustments and reconciliations provided for all transferable utility deposits transferred hereunderin the Excluded Parcel Purchase Agreement, if any, and all other utility deposits, if any, may be withdrawn by and refunded to except that Seller and Purchaser hereby agree that all prorations regarding the expense item defined as "Taxes and Assessments" for the Excluded Parcel shall make its own replacement deposits for utilities as may be required by prorated separately pursuant to the respective utilities involved. Assessments, excluding regular ad valorem Excluded Parcel Purchase Agreement based upon the square footage of the land contained in the Excluded Parcel and the square footage of the Land that is set forth in any real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant tax ▇▇▇▇ that is assessed against both all or a portion of the Property who Excluded Parcel and a portion of the Land. For the avoidance of doubt, there shall be no other prorations, adjustments or reconciliations for the Excluded Parcel except for Taxes and Assessments expense, i.e. for example, there will be no tenant reimbursements, common area maintenance expense reimbursements or insurance reimbursements. In addition, Section 6.3 of the Purchase Agreement is indebted under revised to state that Purchaser; shall receive at Closing as a Lease for basic rent for any period prior to credit against the Proration Date in an amount greater than Purchase Price (i) the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until security deposits from Tenants that are in the earlier to occur possession or control of (i) one year after Seller as of the Closing Date, or Date and (ii) such time the net amount of accounts receivable credits due to Tenants as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior Notwithstanding anything to the Closing Datecontrary contained in this Agreement, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basisall rent, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunderadditional rent, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, common area maintenance and other charges, insurance obligations and utility charges payable in 15.2 All basic rent paid following under the Acquired Leases shall be prorated as of the Final Closing Date for each Acquired Lease. Sellers agree to prorate real estate taxes and assessments based on when such taxes and assessments accrue, notwithstanding when such taxes and assessments become a lien on the premises leased by any tenant an Acquired Leases. All percentage rent based on sales payable under an Acquired Lease for the fiscal period in which the Final Closing Date for such Acquired Lease occurs shall be the responsibility of the Property who Sellers, provided, however, if Buyer opens for business from the applicable Store in the fiscal period in which the percentage rent is indebted under a Lease calculated, then percentage rent based on sales shall be prorated based upon the ratio that sales made at such Store for basic rent for any period which percentage rents are calculated prior to the Proration applicable Final Closing Date bears to the aggregate sales made for the relevant fiscal period for which percentage rents are computed. The Sellers shall reasonably cooperate with Buyer in an amount greater than providing documents required under the amount of all current basic Acquired Leases in order to comply with percentage rent owed by said tenant reporting requirements. The Sellers and Buyer agree to Purchaser adjust between themselves after the applicable Final Closing any errors, reconciliations, or omissions in the prorations or adjustment set forth in the closing statements and any other prorations or adjustment made pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, such apportionments shall be deemed a "Postfinal and not subject to further post-Closing Receipt" until the earlier to occur of closing adjustments if no such adjustments have been requested within ninety (i90) one year days after the Closing Date, or (ii) such time as all necessary information is available to make a complete and accurate determination of such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedapportionments. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following are to be apportioned as of 12:00 a.m. EDT/EST on the day of Closing. Such adjustments, if and to the extent known and agreed upon as of Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer). Any such adjustments not determined as of Closing shall be paid in accordance with the process described in the immediately preceding sentence, in cash or other immediately available funds as soon as practicable following Closing. (a) All non-delinquent ad valorem and non-ad valorem real property taxes and assessments for the Real Property. If the Closing shall occur before the amounts of such taxes and assessments are fixed, apportionment of such taxes and assessments shall be based upon the proposed taxes for the year 2011 promulgated by the County’s Property Appraiser’s Office using the maximum discount available or if said proposed taxes are not available, then the apportionment shall be based on the taxes and charges paid for the latest applicable period using the maximum discount available. Without limiting the generality of the foregoing, the parties acknowledge that Seller may be pursuing an appeal seeking a reduction in the real property taxes applicable to the Real Property for the year 2011 or prior years. Buyer agrees to cooperate reasonably with Seller in pursuing any such appeal both prior to and after the Closing Date. All rebates resulting from any such appeal shall belong solely to Seller. Within five (5) business days after Buyer receives any such rebate, Buyer shall pay such rebate to Seller. In addition, in the event the real property taxes are prorated at Closing based on an amount which is reduced subsequent to Closing as the result of any such tax appeal, Buyer agrees to reprorate the real property taxes at the request of Seller. The Buyer’s obligations set forth in this Section 5.2(a) shall survive Closing. (b) Current accounts opened by Seller paid or payable under service or utility contracts covering the Property, including, without limitation, water, gas and electric services subject to meter readings. If there is no meter or if the bills for any of the foregoing have not been issued before the Closing Date, the charges therefore shall be adjusted on the Closing Date on the basis of the charges for the most recent prior period. (c) Rents collected from tenants and other utility charges; fuels; occupants of the Real Property, including prepaid operating expenses; real rents and personal property taxes prorated on other revenues collected under the Tenant Leases. Prior to Closing, Seller shall furnish to Buyer and Escrow Holder a "net" basis (i.e. adjusted for schedule of all tenants' liabilities, if any, for such items); operating expenses paid by Seller rents and other charges which are reimbursable then payable by tenants and other occupants of the tenants for the period prior Real Property but which have not been paid to date. Buyer agrees that subsequent to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income rents collected shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded applied first towards any rent arrearages owing to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier remitted to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within Seller within ten (10) days following after receipt. The Buyer’s obligations set forth in this Section 5.2(c) shall survive Closing. (d) All security deposits collected by Seller from tenants and other occupants of the end of each calendar monthReal Property, Purchaser with any and all interest accrued thereon to the extent payable to tenants, which shall pay be transferred to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith effortsBuyer or, at no additional cost or expense Seller’s option, appropriate adjustments therefore shall be made to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderthe Purchase Price. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser Any prorations which are not expressly provided for herein shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller be made in accordance with customary practice in the terms hereofCounty. Purchaser All apportionments made at the Closing pursuant to this Section 5.2 shall provide survive closing for a period of sixty (60) days. At the expiration of said period, unless either Seller with or Buyer objects to an apportionment or proration, all adjustments shall be deemed final. Notwithstanding anything set forth in this Agreement to the contrary, Buyer acknowledges and agrees that Seller shall not be responsible for any information reasonably necessary costs, expenses or other amounts relating to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year or arising from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period Property prior to the Proration Date. This Paragraph 15.2 of this Agreement date on which Seller acquired title to the Property, which shall survive the Closing and the delivery and recording of the Deedinclude, without limitation, any costs or expenses related to any code violations, open permits, delinquent utility charges and/or liens. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Sellers and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes prorated and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a "net" basis preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of 12:01 a.m. the Closing Time, the prorations will be made -39- at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date Time, in which event no proration will be made at the Closing with respect to utility bills ("Proration Date"except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be entitled to a credit for all transferable utility deposits transferred hereundermade by Purchaser and Sellers on or before November 30, if any2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and all other utility deposits, if any, may be withdrawn by and refunded in the event any items subject to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period proration hereunder are discovered prior to the Final Proration Date in an amount greater than Date, the amount of all current basic rent owed by said tenant to Purchaser same shall be deemed a "Post-Closing Receipt" until promptly prorated by the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser shall provide Seller with any information reasonably necessary hereby agree to verify use the accuracy following, estimated 2016 real estate taxes and assessments for purposes of the Post-Closing Receipts reconciliation statement proration of same at Closing: (x) $172,450.00 for the Cherokee Plaza Real Property and upon the verification of additional funds owing to SellerCherokee Plaza Improvements, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from (y) $154,000.00 for the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing ▇▇ Plains Exchange Real Property and the delivery ▇▇▇▇▇ Plains Exchange Improvements, and recording of (z) $105,000.00 for the Deed▇▇▇▇▇▇▇▇ Bridge Commons Real Property and the ▇▇▇▇▇▇▇▇ Bridge Commons Improvements. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); refundable security, pet and other deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid on-site operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are not due until after the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten thirty (1030) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and, if the additional funds owing to Seller exceed $1,000 the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water For the purpose of this Section 7.5, all references to Transferor shall mean collectively Transferor and each of the Record Title Holders. 7.5.1 Rentals, revenues, and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesincome, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses affecting the Property shall be prorated between Transferee and Transferor as of the Closing Date; provided, however, that Transferor shall receive a credit at the Closing in an amount equal to the rentals that are delinquent as of the Closing Date, but only to the extent that such delinquent rentals are due and owing from Tenants occupying a portion of the Property on the Closing Date; and provided further, that Transferee shall be entitled to any and all payments subsequently received in satisfaction of such delinquent rentals, notwithstanding the fact that such rentals are attributable to a period prior to Closing. For purposes of calculating prorations, Transferee shall be deemed to be title holder of the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. After the Closing, Transferor shall have no right to proceed in any manner or make any claim against Tenants for rents that were delinquent as of the Closing Date, except to the extent that any such items); operating expenses paid person no longer occupies any portion of the Property. All non-delinquent real estate taxes or assessments on the Property shall be prorated based on the actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Seller which are reimbursable Transferor by the tenants Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing Dateby cash payment to the party entitled thereto so that Transferor shall have borne all real property taxes, less any amount previously paid by the tenants; unpaid operating expenses for including all supplemental taxes, allocable to the period prior to the Closing Date prorated on a "net" basis, as set forth above; and Transferee shall bear all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate property taxes, payable in 15.2 All basic rent paid following including all supplemental taxes, allocable to the Closing Date by period from and after the Closing. If any tenant of expenses attributable to the Property who is indebted under a Lease for basic rent for any and allocable to the period prior to the Proration Date in an amount greater than Closing are discovered or billed after the amount of all current basic rent owed by said tenant to Purchaser Closing, the parties shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year make any necessary adjustment after the Closing Date, or (ii) such time as by cash payment to the party entitled thereto so that Transferor shall have borne all such indebtedness is paid in full. Within ten (10) days following expenses allocable to the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration DateClosing and Transferee shall bear all expenses allocable to the period from and after the Closing. This Paragraph 15.2 The provisions of this Agreement Section 7.5 shall survive the Closing and Closing. 7.5.2 Fifteen (15) Business Days prior to the delivery and recording Closing, Escrow Agent shall deliver to each of the Deed. 15.3 Seller covenants parties for their review and approval a preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") setting forth (i) the proration amounts allocable to operate, maintain and manage each of the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject parties pursuant to reasonable wear and tear and casualty.this Section

Prorations. 15.1 Water 7.1 Real property taxes shall be prorated as of Closing based upon a three hundred sixty-five (365) day year. At Closing, Purchaser shall be given a credit for all such taxes and assessments which occur prior to Closing but which are not yet due. All payments and installments due through the Closing Date on bonds, special taxes, or assessments shall be paid by Seller. 7.2 All rents and charges due under leases of the Property shall be prorated as of Closing based upon figures supplied to the Escrow Holder by Seller and reasonably approved by Purchaser. If, at Closing, there are any past due rents or charges owed by tenants with respect to periods prior thereto, Purchaser shall not pay to Seller, in addition to the Purchase Price, the amount of such delinquencies; but Purchaser shall thereafter account to Seller for any sums received from such tenants. If Seller receives any prepaid rents or other charges from tenants applicable to periods after Closing, then Purchaser shall be credited through escrow with such rents and charges or, if received after Closing, such amounts shall be paid promptly to Purchaser. 7.3 Purchaser shall be credited through escrow with the amount of any refundable or nonrefundable tenant security deposits and any other refundable or nonrefundable tenant deposits or fees previously received by Seller or on behalf of Seller that have not been, as of Closing, expended or applied to tenant obligations pursuant to the leases, including, without limitation, cleaning deposits. "Credit check" fees shall not be considered to be a tenant deposit or fee. 7.4 Water, electricity, gas, and other utility payments or charges shall not be adjusted through escrow if readings can be made at Closing by the utility companies. Purchaser agrees to open accounts with the respective utilities and to cooperate with Seller in requesting readings on Closing. In the event that appropriate readings cannot possibly be obtained as of Closing, then adjustments shall be made by Purchaser and Seller through escrow on the basis of estimates from the latest bills available. 7.5 All other expense and income associated with the Property shall be adjusted through escrow, based upon figures supplied by Seller and reasonably approved by Purchaser. Seller and Purchaser shall each provide preliminary figures to the other no later than five (5) days prior to Closing. 7.6 Seller shall assume and pay all debts, charges; fuels; prepaid operating expenses; , claims, damages, and liabilities attributable to leases or the operation of the Property accruing and/or arising prior to Closing and shall hold Purchaser harmless therefrom and indemnify and defend against same, except liabilities expressly assumed in writing by Purchaser, including, without limitation, obligations of landlord under the tenant leases. 7.7 Purchaser shall assume and pay all debts, charges, claims, damages, and liabilities attributable to leases or the operation of the Property accruing and/or arising after Closing and shall hold Seller harmless therefrom and indemnify and defend against same, except liabilities expressly retained in writing by Seller, including, without limitation, obligations of landlord under the tenant leases. 7.8 Within ninety (90) days after Closing, Purchaser and Seller shall reconcile the actual amount of revenues or liabilities upon receipt or payment thereof, to the extent those items were prorated or credited at Closing based upon estimates. 7.9 To the extent in Seller's possession, Seller shall furnish to Purchaser with the documents identified on Exhibit "B" and in accordance with Section 5 above, a certified listing of all rental deposits and move-in fees of whatever nature, including redecoration, cleaning, and processing charges. All such deposits, fees, and move-in charges shall be transferred to Purchaser at Closing. Prior to Closing, Seller shall deliver to Purchaser the original of each written lease and other rental agreement and a written description of each oral lease or rental agreement which affects the real estate or improvements, including all amendments and modifications thereof and options to renew or extend the term thereof. 7.10 Seller shall pay any real estate or personal property property, transfer, excise, or sales taxes prorated on or any similar taxes due as a "net" basis (i.e. adjusted for all tenants' liabilitiesresult of the sale of the Property. 7.11 Mortgage and other reserves, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant assigned to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous monthat Closing. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense not reimburse Seller for such reserves assigned to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The Purchase Price for the Property shall be subject to prorations and other utility charges; fuels; prepaid operating expenses; real credits as follows to be determined as of 12:01 A.M. on the Closing Date, the Closing Date being a day of income and personal property taxes prorated on expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a "net" basis (i.e. adjusted credit at Closing for all tenants' liabilities, if any, for such items); operating expenses paid rents collected by Seller which are reimbursable by prior to the tenants for Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid Rent or any other non-current sums due from tenants unless and until said sums are paid. Any portion of any rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date shall be paid, promptly after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, less if any, shall be paid to Purchaser. Seller shall be solely responsible for collecting any amount previously paid by rent under the tenantsTenant Leases which is past due as of the Closing; unpaid operating expenses provided, however, Purchaser shall be responsible for collecting any rent due for the period month in which the Closing occurs and shall pay to Seller the portion of such rents if, as and when collected which has accrued prior to the Closing. Any security deposits held by Seller at Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. credited to Purchaser on the Closing Date ("Proration Date"). 2. Seller shall be entitled to collect from tenants the monthly adjustment rent or escalation payments payable under the Tenant Leases for the period prior to Closing for taxes and operating expenses for the Project, and Purchaser shall retain all such monthly rent or payments for the period after Closing. As soon as all such taxes and operating expenses for the Project are finally determined for the year in which the Closing occurs, Purchaser shall be responsible for adjusting with the tenants the adjustment rent or escalation payments paid under the Tenant Leases for such year. Seller shall pay to Purchaser Seller's share of any such adjustment payments owed to tenants under the Tenant Leases, and Purchaser shall remit to Seller Seller's share of any such adjustment payments paid by tenants; and Seller shall indemnify and hold Purchaser harmless in connection with all claims for Seller's share of the adjustments owed to tenants, which indemnity shall survive the Closing. Seller's share of any adjustments shall be determined based on the portion of operating expenses and real estate taxes for the year incurred by Seller (after taking into account any prorations pursuant to this Section D). 3. Purchaser shall receive a credit for all transferable utility deposits transferred hereunderany accrued but unpaid real estate taxes imposed in respect of the Project for the portion of the current year which has elapsed prior to the Closing Date (and to the extent unpaid, for prior years). If the amount of any such taxes have been determined as of Closing, such credit shall be based on the most recent ascertainable taxes and shall be reprorated upon issuance of the final tax bill. Seller shall also give Purchaser a credit for any special assess▇▇▇▇s against the Project which are due and payable prior to Closing. 4. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the meters, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may to be required by read the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following day on which the Closing Date by occurs and to pay the bills rendered on the basis of such readings. If any tenant such reading for any utility is not available, then adjustment therefor shall be made on the basis of the Property who is indebted under a Lease for basic rent for any period most recently issued bills therefor which are based on meter readings no earlier than thirty (30) days prior to the Proration Date in an amount greater than Closing Date; and such adjustment shall be reprorated when the amount of all current basic rent owed by said tenant next utility bills are received. 5. Charges payable under the Service Contracts assigned to Purchaser shall be deemed a "Post-Closing Receipt" until pursuant to this Agreement. 6. Any vault fees or similar payments for the earlier to occur of Project. At least five (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (105) days following the end of each calendar monthprior to Closing, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement Purchaser copies of Post-Closing Receipts through all information and records necessary to support the first prorations hereunder. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same, provided no adjustments shall be requested more than one (1) year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The Title Company shall prorate all rents, non-delinquent real property taxes, water, sewer, and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated , amounts payable under the Service Contracts, annual permits and/or inspection fees (calculated on a "net" the basis of the period covered), insurance premiums (i.e. adjusted for all tenants' liabilitiesas to those policies, if any, for such itemsthat Buyer determines will be continued after the Closing); operating , and other expenses paid by Seller which are reimbursable by the tenants for the period prior normal to the Closing Date, less any amount previously paid by operation and maintenance of the tenants; unpaid operating expenses for Property on the period prior to the Closing Date prorated on basis of a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably 365-day year as of 12:01 a.m. on the Closing Date ("Proration Date")date the grant deed is recorded. Seller shall be entitled endeavor to a credit have all meters for serving utilities, including, but not limited to, water, sewer, gas, and electricity read on the day before the Closing Date for proration purposes. Seller shall transfer to Buyer at the Closing all transferable utility security deposits transferred hereunderand other sums held for tenants and shall supply Buyer with an updated list of all tenants, if anysecurity deposit amounts and the originals of all tenant leases together with the tenant files. At Closing, Seller shall transfer possession of the Property so that Buyer or its assignee may immediately continue with ongoing leasing operations and Seller shall cooperate with Buyer in providing all information that pertains to: delinquent rents, late fees, evictions, damages to retail units, and all other utility deposits, if any, may be withdrawn by and refunded to similar matters. Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by Buyer hereby agree that if any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall aforesaid prorations cannot be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after calculated accurately on the Closing Date, or then the same shall be calculated within thirty (ii30) days after the Closing Date and either party owing the other party a sum of money based on such time as all such indebtedness subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of ten percent (10%) per annum from the Closing Date to the date of payment if payment is paid in full. Within not made within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeda bill therefore. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; All real and property taxes, personal property taxes prorated ---------- taxes, ad valorem obligations and similar Taxes imposed on a "net" basis (i.e. adjusted ---------- periodic basis, in each case levied with respect to the Rooftop Assets, other than conveyance taxes provided for all tenants' liabilities, if anyin Section 2.5, for such items); operating expenses paid by Seller a taxable period which are reimbursable by the tenants for the period prior to includes (but does not end on) the Closing DateDate (collectively, less any amount previously paid by the tenants; unpaid operating expenses for "Apportioned Obligations") shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period occurring prior to the Closing Date prorated (the "Pre-Closing Tax Period") and the number of days of such taxable period occurring on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on or after the Closing Date (the "Proration DatePost-Closing Tax Period"). Seller shall be entitled to a credit liable for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant proportionate amount of the Property who such Taxes that is indebted under a Lease for basic rent for any period prior attributable to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "PostPre-Closing Receipt" until the earlier to occur of (i) one year Tax Period. As soon as practical after the Closing Date, or (ii) Seller and Purchaser shall present a statement for reimbursement for such time Taxes with respect to which each is entitled to reimbursement under this Section 15.4(a), together with such supporting evidence as all such indebtedness is reasonably necessary to calculate the proration amount. The proration amount shall be paid in full. Within by the party owing it to the other within ten (10) days following after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any ▇▇▇▇ for such Taxes relating to the end Rooftop Assets, part or all of each calendar monthwhich are attributable to the Post- Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to Purchaser who shall pay the same to the appropriate Taxing authority, provided that if such ▇▇▇▇ covers the Pre-Closing Tax Period, Seller shall also remit to Purchaser prior to the due date of assessment payment the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall pay thereafter make a payment for which it is entitled to Seller Post-Closing Receipts collected reimbursement under this Section 15.4(a), the other party shall make such reimbursement promptly but in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 event later than thirty (30) days after the one-year anniversary presentation of a statement setting forth the Closing Date, upon amount of reimbursement to which the written request presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of Seller, Purchaser shall deliver to Seller a reconciliation statement reimbursement. Any payment required under this Section and not made within ten (10) days of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliationstatement shall bear interest at the rate per annum determined, Purchaser shall deliver from time to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with time, under the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy provisions of Section 6621(a)(2) of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant Code for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedeach day until paid. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesa) Rents, including, without limitation, percentage rents, if any, for and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such itemscollection occurs prior to, on or after the Closing Date); operating real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, expenses already paid by Seller but which are reimbursable being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the tenants for amount of the period prior to the Closing Dateunamortized portion thereof), less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date shall all be prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")date the Deeds are recorded on the basis of a 365-day year. Seller shall be entitled to receive a credit at Closing for all transferable utility deposits transferred hereunder, if any, the tenant improvements and all other utility deposits, if any, may leasing commissions described in Section 7.2. Any sums collected by Buyer from tenants after the Closing shall be withdrawn by promptly paid to current rents and refunded then to Seller to the extent of any remaining rents and Purchaser other sums which were delinquent at Closing. Buyer shall make its own replacement use reasonable efforts to collect such delinquent rents but shall have no obligation to commence a legal proceeding to collect such sums. If Buyer has not been able to collect any delinquent rents within ninety (90) days after the Closing, Seller may bring legal actions to collect such rents, provided Seller shall have no right to terminate any tenant's lease. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for utilities as may be required by the respective utilities involvedamount of any utility or other deposits with respect to the Property. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under Seller shall use reasonable efforts to obtain a Lease for basic rent for any period utility reading immediately prior to the Proration Date in an amount greater than Closing Date. Buyer shall cause all utilities to be transferred into Buyer's name and account at the amount time of all current basic rent owed by said tenant to Purchaser shall Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. (b) For the properties located in Arizona, Seller shall pay for the premium for a standard coverage title policy. Buyer shall pay for (i) the additional premium for extended coverage and (ii) such time as the cost of all such indebtedness is paid endorsements. The escrow fees and recording costs shall be equally borne by both Buyer and Seller. For the property located in full. Within ten (10) days following the end of each calendar monthNew Mexico, Purchaser Seller shall pay to for the title insurance policy. Buyer shall pay for (i) the cost of all endorsements and the costs of deleting the standard preprinted exceptions, (ii) all recording costs and (iii) the environmental audit and any other inspections. The escrow fees shall be equally borne by both Buyer and Seller. For the property located in Texas, Seller Post-Closing Receipts collected shall pay for (i) the title insurance premium, and (ii) the cost of recording the deed. Buyer shall pay for the cost of all endorsements. The escrow fees shall be equally borne by both Buyer and Seller. For the properties located in Colorado, Buyer shall pay for (i) all recording costs, (ii) the previous monthdocumentary fees and (iii) the costs of all endorsements and extended title coverage. Purchaser Seller shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderpay for the premium for basic title coverage. Within 30 days after The escrow fees shall be equally borne by both Buyer and Seller. All other costs associated with the one-year anniversary closing of the Closing Date, upon the written request of Seller, Purchaser transaction contemplated herein shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller be paid in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy local custom of the Post-Closing Receipts reconciliation statement and upon county in which the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 Property is located. (c) The provisions of this Agreement Section 8.5 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) At the Closing, all Taxes related to the Owned Real Property (and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated the Leased Real Property to the extent such Taxes are the responsibility of the tenant under the relevant Lease) (“Real Estate Taxes”) shall be pro rated as follows: (i) with respect to Real Property located in Wisconsin, on a "net" basis calendar year basis, as of the Closing Date; and (i.e. ii) with respect to Real Property located in Iowa, (A) Seller shall be responsible for the Real Estate Taxes billed in (or around) September 2009 and all prior Tax bills, and (B) the Real Estate Taxes billed in (or around) March 2010 shall be prorated and adjusted between the parties, based upon their respective ownership during the first six (6) months of 2009; and (b) Seller shall be responsible for all tenants' liabilitiesspecial assessment installments related to the Owned Real Property (and the Leased Real Property to the extent such special assessment installments are the responsibility of the tenant under the relevant Lease), if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period billed (even if not yet due) on or prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior and Buyer shall pay all special assessment installments related to the Closing Date prorated on a "net" basis, as set forth above; Owned Real Property (and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled Leased Real Property to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following extent such special assessment installments are the Closing Date by any tenant responsibility of the Property who is indebted tenant under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (irelevant Lease) one year first billed after the Closing Date. (c) Personal property Taxes allocable to the personal property to be purchased under this Agreement which are billed or are to be billed in 2009 shall be prorated and adjusted between the parties, or (ii) such time on a calendar year basis, as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date. (d) All rent payments, upon common area maintenance (CAM) charges, utility bills and other similar charges related to the written request Acquired Real Property shall be prorated as of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon . (e) All payroll Taxes and other similar Liabilities related to the delivery Representatives of the Post-Closing Receipts reconciliation, Purchaser Company Group shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy also be prorated as of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing Closing. (f) With respect to Sellerany items to be prorated, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording including, without limitation, Taxes, that have not been billed as of the DeedClosing, agreed upon estimates shall be used in prorations, and such estimates shall be deemed to be conclusive. 15.3 (g) Notwithstanding any other provisions hereof, all amounts that are the responsibility of, or otherwise allocated to, Seller covenants to operate, maintain and manage under this Section 2.13 shall reduce the Property Purchase Price at Closing either directly or as a reduction in the same manner that it has managed, maintained and operated calculation of the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualtyNet Equity Amount.

Prorations. 15.1 Water The following shall be adjusted between Seller and Buyer and shall be prorated as of 12:01 A.M. (Eastern Time) on the Closing Date with Buyer deemed the owner of the Property on the entire Closing Date: (a) Rents, common area charges, escalations and other utility charges; fuels; prepaid operating expenses; tenant reimbursements (other than security deposits and real and personal property taxes reimburseable by tenants on any annual basis) payable under the Existing Leases and New Leases (collectively, the "RENTS") for the Property or portions thereof shall be prorated as of the Closing Date on a an accrual basis. If any Rents are delinquent as of the Closing Date (hereinafter called the "net" basis (i.e. adjusted for DELINQUENT RENTS"), then all tenants' liabilitiesRents collected by Purchaser after the Closing shall be applied first to current Rents and then to Delinquent Rents, if any, for such items); operating expenses provided further that any Delinquent Rents paid by Seller which are reimbursable Tenants therefor and specifically identified as such by the tenants Tenant shall be treated as a reimbursement of such charges regardless of the order of priority otherwise set forth in this SECTION 8.5(a). Buyer shall use reasonable efforts until December 31, 2004 to collect any Delinquent Rents, including any unpaid amounts previously billed for common area maintenance charges, Real Estate Taxes and insurance for the period year ending December 31, 2003 (the "2003 RECONCILIATION PAYMENTS") that accrued prior to the Closing Date. Seller agrees to forward any Rents received by it after the Closing Date to Buyer for application in accordance with the provisions hereof. The amount of any security deposits that are required to be returned to Tenants under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such security deposits). Seller may not pursue litigation against any tenant for Delinquent Rents or 2003 Reconciliation Payments. (b) Real Estate Taxes for the then current year relating to the Property shall be prorated as of the Closing Date. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be made on the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the taxes actually due for the current year are more or less than the taxes for the preceding year, then within thirty (30) days after the issuance of the then current year's tax ▇▇▇▇, Seller and Buyer shall adjust the proration of such taxes and Seller or Buyer, as the case may be, shall pay to the other any amount previously required as a result of such adjustment; this covenant shall not merge with the Deed delivered hereunder but shall survive the Closing. All special taxes or assessments assessed prior to the Closing Date shall be paid by Seller, and those assessed after the tenants; unpaid Closing Date shall be paid by Buyer. Tax reimbursements from Tenants shall, upon receipt, be equitably prorated and reimbursed to Seller. Buyer shall make reasonable efforts to promptly collect all tax reimbursements from the Tenants. (c) All other income from, and expenses of, the Property, including but not limited to public utility charges, interest, maintenance charges and service charges, shall be prorated as of the Closing Date, except as set forth hereinbelow. To the extent that information for any such proration is not available at the Closing, the parties shall effect such proration within ninety (90) days after Closing. If, however, the proration of percentage rental from any Tenant or any other item of income or expense cannot be made within ninety (90) days after the Closing, then the proration of such item for each such Tenant shall be made within ten (10) days after the information relating to such item becomes available. Percentage rents for each Tenant Lease shall be prorated on the basis of the number of days lapsed during the Tenant's percentage rent period as of the Closing Date and not on the basis of the amount of the Tenant's sales which accrued during such percentage rent period as of the Closing Date. Within ninety (90) days after the Closing Date, Seller agrees to provide Buyer (i) a detailed operating expense statement for the actual costs incurred by Seller for operating expenses and other pass-through items that are reimbursable to Seller, as landlord, by Tenants under the Leases (collectively, the "REIMBURSEMENT EXPENSES") that covers the period from the beginning of the then current billing/reconciliation period for such party through the Closing Date together with copies of supporting invoices and other documentation supporting the expenses; and (ii) a statement showing amounts actually collected by Seller as estimated payments or otherwise from the Tenants for the Reimbursement Expenses that covers the period from the beginning of the then current tenant billing/reconciliation period through the Closing Date. Buyer and Seller agree that they will promptly, at the end of the calendar year of the year in which the Closing occurs (or, if the current billing/reconciliation period ends on other than the end of the calendar year, the end of the current applicable billing/reconciliation period), reconcile the Tenants' payments of the Reimbursement Expenses, and Buyer will ▇▇▇▇ the Tenants promptly for any amounts owed by the Tenants to landlord for payment of the Reimbursement Expenses. In reconciling the Tenants' payments of the Reimbursement Expenses, Buyer and Seller agree to reallocate between them the total amount actually collected by Buyer and Seller for the Reimbursements Expenses for the calendar year (or other applicable billing/reconciliation period corresponding to the applicable period for reconciling the Reimbursement Expenses under the Leases) in which the Closing occurs based on the proportion that the actual costs incurred by each party for the Reimbursement Expenses bears to the total of the Reimbursement Expenses incurred by the parties combined. To the extent either party has collected more than its share of the Tenants' payment for the Reimbursement Expenses as determined by the preceding sentence, such party shall promptly remit such excess amount to the other party; PROVIDED, to the extent the Tenants are due a refund for overpayment of the Reimbursement Expenses attributable to any such excess amount, Buyer may retain such excess amount for the purpose of reimbursing amounts due to Tenants in reconciling the such party's payment of the Reimbursement Expenses. After making the adjustments provided by the previous two sentences, Buyer will promptly remit Seller's pro rata share of any additional amounts actually collected from the Tenants as the result of reconciliation billing to the Tenants for the Reimbursement Expenses due landlord. In the event any amounts are owing to the Tenants, Buyer will notify Seller of its pro rata share of such amounts, with appropriate back-up, and Seller will promptly within thirty (30) days after receipt remit its share of such amounts to Buyer who will then reimburse the Tenants for any amounts owed by landlord. In reconciling the Tenants' payments and determining the pro rate share due to or from Seller, the total amount owing to the Tenants or the total amount collected from the Tenants, shall be multiplied by a fraction the numerator of which shall be the actual expenses incurred by Seller for the Reimbursement Expenses for the applicable billing/reconciliation period and the denominator of which will be the total of the Reimbursement Expenses incurred by both Buyer and Seller combined for the applicable tenant billing/reconciliation period for such expenses. (d) Seller shall calculate the prorations contemplated by this SECTION 8.5 for Closing for Buyer's review and approval. Buyer and its representatives and auditors shall be afforded the opportunity to review all underlying financial records and work papers pertaining to the preparation of Seller's proration statements, and Seller will provide Buyer such backup information as is reasonably requested to verify Seller's proposed prorations. (e) At the Closing, Buyer shall pay the deed and/or other recordation fees and the cost of obtaining a Phase One or other environmental audit/engineering reports. Seller shall pay the documentary stamp tax on the transfer, deed stamp or other similar taxes or fees, the premium for the issuance by the Title Company of the Title Policy (except that the cost of any endorsements requested by Buyer's lender, shall be at Buyer's sole cost and expense) and all title search, underwriting, and other related fees and expenses charged by the Title Company and the cost of obtaining the Survey. (f) Notwithstanding anything to the contrary herein, to the extent set forth in SECTION 8.6, Seller reserves the right to protest any Real Estate Taxes relating to the period prior to the Closing Date prorated and to receive and retain any refunds on a "net" basis, as set forth above; and all other items account of expense and income shall be adjusted ratably as such Real Estate Taxes. (g) The obligations of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser Buyer under this SECTION 8.5 shall make its own replacement deposits survive for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of one (i1) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) The following adjustments to the Purchase Price paid hereunder shall be made between Seller and other utility charges; fuels; prepaid operating expenses; real Purchaser and personal property taxes shall be prorated (as applicable) on a "net" per diem basis up to and the day immediately before the Closing Date: (i.e. adjusted i) Accrued general real estate taxes for the Property (the “Taxes”) for the year of Closing shall be prorated as of the Closing Date on the basis of the actual taxes for the year, if known, or if unknown, on the basis of the most recent ascertainable taxes, but in either case based on the maximum allowable discount for early payment. To the extent such Taxes are due and payable after Closing, Purchaser shall pay all tenants' liabilitiessuch taxes when they become due and payable and, promptly thereafter, the parties shall re-prorate taxes with, if any amount is due, an appropriate payment from one party to the other on the basis of the amount of taxes then due and payable. Prior to or at Closing, Seller shall pay or have paid all Tax bills which are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Purchaser. Special assessments which are confirmed or become a lien prior to Closing and pending assessments for work substantially completed as of Closing shall be credited to Purchaser at Closing. Purchaser shall receive no credit for other pending special assessments. (ii) Jupiter Park of Commerce Association annual assessments and dues for the year of Closing (the “Association Dues”); (iii) Charges under Contacts to the extent assigned to, and assumed by Purchaser at Closing (the “Contract Fees”); and (iv) South Florida Water Management District General Water Use Permit No. 50-25845-W fee and Palm Beach County Wellfield Operating Permit WP-91-054 annual fee (collectively, the “Permit Fees”). (v) The value of any fuel stored on the Premises, if any, at the price then charged by Seller’s supplier, including any taxes. (vi) water charges and sewer rents, if any, on the basis of the lien period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available. (b) Immediately after Closing, Seller shall make available at its offices, all records, contracts, receipts for deposits, unpaid bills, and other papers or documents which pertain to the Property together with all keys and other items, if any, used in the operation of the Property. Except as otherwise expressly set forth in this Agreement, Seller makes no representations regarding the existence or adequacy of such items); operating expenses paid by documents or items for use in management or operation of the Property. The foregoing shall not include the separate books, records, correspondence, and other documentation of Seller which are reimbursable by located at its offices. After the tenants Closing, Seller shall have the right to inspect the books and records of the Property for any purpose reasonably related to Seller's prior ownership of the period Property. For purposes of all prorations provided for herein, Seller shall be responsible for all days up to and including the day immediately prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits be responsible for utilities all days thereafter. (c) Except as may be required by the respective utilities involved. Assessmentsotherwise expressly provided in this Agreement (including Section 25 hereof), excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease all pro-rations provided for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser herein shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedfinal. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants charges due for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")) shall be paid by Seller. Regular ad valorem real estate taxes shall be prorated as of the Proration Date. Real Estate tax prorations shall be based on the maximum discounted rate available at Closing. Prior to Closing, Purchaser and Seller shall notify all utilities providing service to the Property of the prospective change in ownership and that all bills for the period from and after the Proration Date shall be entitled to a credit for all transferable utility deposits transferred hereunderpaid by Purchaser, if any, and all other with no interruption in service. All utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable inwhich are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be final except as to rent reconciliations referred to in Paragraphs 15.2 and 15.3 below and as provided in Paragraph 15.4. 15.2 All base rent, percentage rent and other common area maintenance, tax and insurance charges actually paid by tenants under the Leases and all other items of income actually received from the operation of the Property (all such charges other than base rent, "Additional Rent") shall be prorated as of the Proration Date. Purchaser shall receive a credit at Closing for all prepaid rent. To the extent the Leases provide for the adjustment of previously paid estimates of Additional Rent on a date after the Proration Date, Seller shall be entitled to receive, or shall be responsible to pay, as the case may be, its pro rata share of any such adjusted amounts which are applicable to periods ending prior to the Proration Date. Seller agrees that Seller shall promptly remit to Purchaser any rental or other payments that Seller, or any of its affiliates or agents, may receive post-Closing, except that Seller need not remit payments attributable to periods prior to the Proration Date if the tenant making such payment to Seller is current in all payments due to Purchaser for periods after the Proration Date. Purchaser shall deliver to each tenant of the Property (with a copy of each to Seller) a final reconciliation of Additional Rent due for calendar year 1996 on or before March 1, 1996. Purchaser shall use reasonable efforts (without any obligation to terminate leases or initiate lawsuits) to collect such Additional Rent from such tenants. On May 1, 1996, Purchaser shall provide Seller with a reconciliation of the amount of all Additional Rent collected from or refunded to tenants for calendar year 1996, and Purchaser and Seller shall reprorate such Additional Rent as of the Proration Date, within 10 days after Purchaser's delivery to Seller of such reconciliation. Notwithstanding anything to the contrary herein, the provisions of this Paragraph shall survive the Closing. 15.3 There shall be no credit to Seller for rent or other amounts delinquent as of the Closing Date. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser for periods on or after the Closing Date shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, and without any obligation to terminate leases or initiate lawsuits, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 180 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 150 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 15.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants 15.4 All refunds for time periods prior to operate, maintain and manage the Proration Date in connection with any ongoing real estate tax protests for the Property in initiated by Seller prior to the same manner that it has managedClosing shall remain the property of Seller (except to the extent required to be refunded to tenants under such tenants' leases) and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, maintained and operated the Property during the period of Seller's ownership, Purchaser agrees to promptly remit all such sums to Seller subject to reasonable wear the rights, if any, of any existing tenant of the Real Property to receive any pro rata share of such refund under such tenant's lease. Purchaser agrees, at no cost, expense, liability or potential liability to Purchaser, to execute any documents reasonably requested by Seller in connection with such tax protests. 15.5 In addition to the foregoing prorations and tear credits, Landlord shall provide Purchaser at Closing with a credit of $139,192.75 (calculated as follows) in connection with certain tenant improvement costs to be assumed by Purchaser with respect to the Lease with EBP Healthplans, Inc. ("EBP") and casualty.the Lease with Paxson Broadcasting of Orlando ("▇▇▇▇▇n"): Paxson tenant im▇▇▇▇▇▇ent allowa▇▇▇▇ assumed by Purchaser: 2nd Amendment $ 45,018.75 3rd Amendment 177,186.00 Subtotal $222,204.75 Payment made by Seller ($2,100.00) Purchaser's agreed share of Paxson improvement allowance ($80,136.00) Purchaser credit to Seller for leasing commission paid for Paxson amendment ($3▇,▇▇▇.00) Outstanding EBP tenant improvement balance under August 2, 1994 Lease $ 34,224.00 ----------- Net closing credit to Purchaser $139,192.75 ===========

Prorations. 15.1 Water Rents actually collected for the calendar month in which the Closing occurs (exclusive of Delinquent Rent, as hereinafter defined, but including prepaid rents covering a period subsequent to Closing); water and other utility charges; fuels; prepaid operating expensesrevenues and expenses covering a period subsequent to Closing; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items“Property Taxes”); operating expenses paid by Seller which are reimbursable by and other similar revenue and expense items shall be adjusted ratably as of 11:59 P.M. Central Time on the tenants for the period prior Closing Date (“Proration Date”), and credited or debited to the Closing Date, less any amount previously paid by balance of the tenants; unpaid operating expenses for cash due at Closing. All regular and supplemental taxes and assessments attributable to the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as the responsibility of 12:01 a.m. on Seller. All regular and supplemental taxes and assessments attributable to the period after the Closing Date ("Proration Date"). Seller shall be entitled the responsibility of Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, the adjustment thereof shall be on the basis of the most recent ascertainable data. With respect to Property Taxes, if anyClosing occurs before the current fiscal year’s tax bills are available, the proration will be based upon the previous fiscal year’s tax ▇▇▇▇ and all other utility deposits, if any, may the proration shall be withdrawn readjusted and settled by and refunded to Seller and Purchaser shall make its own replacement deposits within ten (10) business days after such tax ▇▇▇▇ is issued. If special assessments have been levied against the Property for utilities as may be required by improvements, then the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following amount of any installments which are attributable to periods on or prior to the Closing Date shall be paid by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than Seller; and the amount of all current basic rent owed by said tenant installments which are attributable to Purchaser periods after the Closing Date shall be deemed a "Post-Closing Receipt" until paid by the earlier Purchaser. If any charges, expenses or other items to occur of (i) one year after be prorated hereunder are unavailable on the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within a readjustment will be made within ten (10) business days following the end availability of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller accurate bills and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Datefigures. Seller shall retain instruct its property manager to discontinue data entry operations in the right to sue any tenant on-site computer system for rent owed to ▇▇▇ler the Property (including making deposits of rental income) for any the period prior subsequent to the Proration Dateclose of business on December 23, 2011. This Paragraph 15.2 Seller acknowledges that such discontinuance is intended to afford Seller and Purchaser an opportunity to coordinate the transition of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained anticipation of Closing and operated the Property during the period to complete work on prorations as set forth in this Agreement. Seller shall instruct its property manager to forward to Purchaser or its designee final reports to facilitate transition planning and compilation of Seller's ownership, subject to reasonable wear and tear and casualtyprorations as soon as practicable after discontinuing such data entry.

Prorations. 15.1 Water All normal and other utility charges; fuels; prepaid operating expenses; customarily proratable items, including without limitation, real estate and personal property taxes and assessments, utility bills (except as hereinafter provided), collected rents and other income, and Operating Contract payments (under Operating Contracts assumed by Buyer), shall be prorated on a "net" basis (i.e. adjusted as of the Closing Date, Seller being charged and credited for all tenants' liabilitiesof the same relating to the period up to the Closing Date and Buyer being charged and credited for all of the same relating to the period on and after the Closing Date. If the amount of any such item is not known at the time of the delivery of the Deed, such item shall be apportioned on the basis of the comparable period of the prior year with a reapportionment within thirty (30) days of the Closing Date or as soon thereafter as the amount of the item is actually determined. No proration shall be made in relation to delinquent rents, common area expense charges or tax payments (collectively, “Delinquent Rents”) existing, if any, for as of the Closing Date. To the extent that such items); operating expenses Delinquent Rents or reimbursement obligations are paid by Seller which are reimbursable by or payable after Closing, Buyer agrees to use reasonable efforts to secure said Delinquent Rents and reimbursements from the tenants (with no obligation, however, to incur any additional out-of-pocket costs with respect thereto) and as soon as the same are received by Buyer, said receipts shall be applied first to any amounts expended by Buyer to secure Delinquent Rents, then to the rents owed by such tenant for any period after Closing, then to the rents owed by such tenant for the month of the Closing, and then to Delinquent Rents. Seller reserves the right to bring suit against tenants of the Property to collect for Delinquent Rent (and other charges due to Seller for the period prior to the Closing DateClosing) but Seller may not, less any amount previously paid by the tenants; unpaid operating expenses for the period prior subsequent to the Closing Date prorated on a "net" basisdate hereof, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit bring suit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant possession of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed premises occupied by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedtenants. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); tenant reimbursement obligations for operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits to the extent actually transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable inin installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it related to the real estate tax proration to the extent such tax contest is successful. All other prorations will be final except as to delinquent rent referred to in Paragraph 15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited and Seller will be charged with an amount equal to all Tenant security deposits and interest thereon being held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credit due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. Seller and Purchaser agree to cooperate in the calculation and reporting of all closing prorations at least two (2) business days prior to the Closing Date. 15.2 All basic rent paid following the Closing Date collected by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser Seller shall be deemed a "Post-Closing Receipt" until the earlier to occur prorated as of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.12.01 a.m.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents [i.e. unpaid on the Closing Date], but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); parking fees; service contracts described on Exhibit H; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. i.e., adjusted for all tenants' liabilitiestenant's liability, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the date prior to the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if anythe adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below, and all other utility deposits, if any, may be withdrawn by and refunded except as provided below in this section. The parties agree to Seller and Purchaser shall make its own replacement deposits for utilities such post-closing readjustments as may be required by due to errors and omissions in the respective utilities involvedprorations. AssessmentsAt any time prior to October 31, excluding regular ad valorem real estate taxes1997, payable inPurchaser, at Purchaser's cost, may conduct an audit, at reasonable times and upon reasonable advance notice to Seller, of Seller's books and records to verify the accuracy of the prorations and readjustments to the prorations required under this Paragraph. 15.2 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent and any past due rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until ". At Closing, Seller shall provide Purchaser with a statement of all delinquent rentals as of the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in fullClosing. Within ten fifteen (1015) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, commercially reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderhereunder but shall have no obligation to bring legal action. Within 30 days after the one-year anniversary of If Purchaser expends funds to collect rent due prior to the Closing Date, upon Purchaser shall be reimbursed its collection expenses from any delinquent rent collected. Within 120 days after the written request of SellerClosing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right, at Seller's cost, to conduct an audit, at reasonable times and upon reasonable advance notice to Purchaser, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receiptsstatement. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants 12.3. Purchaser shall receive at Closing a credit equal to operate, maintain the amount of any unsatisfied obligations for outstanding tenant improvement and manage the Property leasing commission obligations set forth in the same manner that it has managed, maintained and operated the Property during the period of Exhibit N which are identified as Seller's ownershipobligation ("Seller's Pre-Existing Obligations"). Purchaser agrees to assume (without a credit from Seller) the payment of those outstanding tenant improvement and leasing commission obligations set forth in Exhibit N which are identified as Purchaser's obligation ("Purchaser's Pre-Existing Obligations"). To the extent Seller pays any amounts toward Purchaser's Pre-Existing Obligations prior to Closing and provides evidence of such payment satisfactory to Purchaser then Seller shall receive a credit from Purchaser therefor. Seller shall receive a credit, subject if any, as provided in Paragraph 25. Purchaser shall assume at Closing all third party construction contracts for the performance of tenant improvement work and leasing commission agreements in connection with those leases (i) which give rise to reasonable wear Seller's Pre-Existing Obligations, (ii) which give rise to Purchaser's Pre-Existing Obligations and tear and casualty(iii) for which Purchaser is assuming the obligations pursuant to Paragraph 25 herein.

Prorations. 15.1 Water 11.1 Subject to the provisions of this Paragraph 11, all revenues and expenses relating to the Property shall be prorated as of the Close of Escrow. Expenses relating to the Property, including without limitation, real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis, and revenues relating to the Property, including, without limitation, rentals and other utility charges; fuels; prepaid income (including, without limitation, common area charges and operating expenses; real and personal property taxes cost pass throughs) shall be prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiescash received basis, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior subject to the Closing Dateprovisions set forth in Paragraph 11.5 below. It is understood that Buyer shall not be entitled to any income or revenue, less any amount previously paid by and shall not be obligated for costs and expenses, under the tenants; unpaid operating expenses for the period prior CRG Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income contrary in the Final CRG Lease). Such proration shall be adjusted ratably made as of 12:01 a.m. 11:59 p.m. Pacific Standard Time on the day immediately preceding the Closing Date ("the “Proration Date"Time”). Buyer shall be responsible for all real estate tax reassessment and increase as a result of the transactions contemplated under this Agreement. Seller shall be entitled to a credit all tax refunds for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period periods prior to the Proration Date in an amount greater than Close of Escrow, and Buyer shall remit the amount same to Seller promptly after receipt; provided, however, that Buyer shall first deduct therefrom any portions thereof which are due to any of all current basic rent owed by said tenant the tenants under the Leases and shall remit the same to Purchaser such tenants. All monthly prorations shall be deemed calculated on actual days of the applicable month and all annual prorations shall be calculated based on a "Post365-Closing Receipt" until the earlier day year. Prior to occur of (i) one year after the Closing Date, Seller and Buyer shall agree upon a schedule of expenses and prorations (“Proration and Expense Schedule”). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than April 30, 2008 (iithe “Survival Cut-Off Date”). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the parties under this Paragraph 11 shall survive the Close of Escrow through the Survival Cut-Off Date and shall not be merged with the Deed until the expiration of the Survival Cut-Off Date. The foregoing terms of this Paragraph 11.1 are subject to the terms of Paragraphs 11.2 through 11.5 below. 11.2 The leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be the sole responsibility of Seller and shall be paid by Seller at or prior to, or an appropriate credit therefor shall be provided by Seller to Buyer upon, the Close of Escrow; upon such payment and/or credit, Seller shall have no further obligations whatsoever with respect to the amounts and items set forth in such Schedule 11.2. Notwithstanding the foregoing or anything to the contrary, (a) the tenant improvement allowance in the amount of $330,001.42 relating to the space leased by C▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. (the “C▇▇▇▇▇▇ Allowance”) shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any portion of such time as all such indebtedness is amount paid in full. Within ten by Seller prior to the Close of Escrow (10without obligation to do so) days following the end of each calendar month, Purchaser shall pay be credited to Seller Post-Closing Receipts collected upon the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments, whether with respect to base lease term (for Leases or Lease amendments executed after the date hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow; provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG Agreements or any space covered solely by the Final CRG Lease (except as may be set forth to the contrary in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary Final CRG Lease). 11.3 As of the Closing DateClose of Escrow, upon Seller shall not be responsible for any charges, fees, assessments or other amounts relating to utilities, including, without limitation, those for sewer, electricity, water and gas (the written request of Seller“Utility Charges”), Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year which are incurred from and after the Closing Date. Upon Buyer shall be responsible to have the delivery applicable utility companies switch service into Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges accruing after the Close of Escrow. Without limiting the foregoing, Seller may instruct any utility company that Seller no longer owns the Property and shall not be responsible for Utility Charges accruing after the Close of Escrow. Additionally, it is understood that Seller, prior to the Close of Escrow, may b▇▇▇ Tenants for electricity/power charges that may not be fully reimbursed to Seller by such Tenants as of the PostClose of Escrow (the “Utility B▇▇▇ Amounts”). Buyer shall b▇▇▇ and use reasonable efforts to collect any such Utility B▇▇▇ Amounts in the ordinary course of business (and such Utility B▇▇▇ Amounts shall not be forgiven, reduced, deferred, delayed or suspended by Buyer) through the Survival Cut-Closing Receipts reconciliationOff Date, Purchaser but shall deliver not be obligated to engage a collection agency or take legal action to collect any such amounts. Buyer shall be entitled to retain ten percent (10%) of the Utility B▇▇▇ Amounts that it collects for delivery to Seller hereunder. Seller shall have the right to seek collection of any Post-Closing Receipts owing Utility B▇▇▇ Amounts applicable to any period before the Close of Escrow from any Tenants, but shall not have the right to evict Tenants or to terminate or threaten to terminate any such Tenant’s Lease or right to possession of its premises. Any Utility B▇▇▇ Amounts actually collected by Buyer to which Seller is entitled hereunder shall be promptly delivered by Buyer to Seller (after deducting the 10% set forth above to which Buyer is entitled). 11.4 Buyer shall be credited and not previously delivered Seller shall be charged with (but Seller shall retain as its sole and separate property, notwithstanding any contrary provision in this Agreement) any security deposits and advanced rentals in the nature of security deposits made by the lessees/licensees (the "Tenants”) under the Leases, except to Seller the extent the same have been applied in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior Leases (subject to the Proration Date. This Paragraph 15.2 provisions of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.Paragraphs 21.3

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by on the respective utilities involved. Assessments, excluding regular ad valorem basis of the actual number of days elapsed over the applicable period): (a) All real estate taxes, payable in 15.2 All basic rent paid following water charges, sewer rents, vault charges and assessments on the Closing Date by Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any tenant increase in the taxes on the Property resulting from the sale of the Property who is indebted under a Lease for basic rent for or from any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, improvements made or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost leases entered into on or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon If any assessments on the delivery Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Post-Closing Receipts reconciliationLeases entered into pursuant to Section 7.2.3, Purchaser and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to Seller any Post-all prepaid rentals for periods after the Closing Receipts owing Date and all refundable cash security deposits (to Seller the extent the foregoing were made by tenants under the Leases and are not previously delivered applied or forfeited prior to Seller in accordance with the terms hereof. Closing Date) to Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from on the Closing Date. Seller shall retain deliver to Purchaser at Closing any security deposits which are held in the form of letters of credit. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents within one hundred twenty (120) days after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to any delinquent rents owed to Seller, with Seller's share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser and fourth to the rents that shall then be due and payable to Purchaser, Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and absolute discretion. After such one hundred and twenty (120) day period, Seller shall not be entitled to any further rents collected by Purchaser. Seller hereby reserves the right to sue pursue any remedy against any tenant for rent owed owing delinquent rents and any other amounts to ▇▇▇ler for Seller (but shall not be entitled to terminate any period prior lease or any tenant's right to possession), which right shall include the Proration Dateright to continue or commence legal actions or proceedings against any tenant. This Paragraph 15.2 Delivery of this Agreement the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (c) All operating expenses. (d) Intentionally deleted. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the delivery and recording basis of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownershipmost recently issued bills therefor, subject to reasonable wear adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and tear other utility companies, and casualtyany other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants' security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the State of California subject to Section 7.2.3(a) hereof. (a) Seller shall be given a credit for any payments Seller shall have made as of the Closing Date, in good faith and in the ordinary course of business, in respect of the capital expenditures described on Exhibit H attached hereto and made a part hereof. Purchaser shall assume all liability for such capital expenditures as of the Closing. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that, with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement. 5.4.4 The provisions of this Section 5.4 shall survive the Closing.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; accrued but unpaid interest on the Notes; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. In addition, Purchaser shall give Seller a credit at Closing for all transferable utility deposits transferred hereunderescrows, if anyreserves and holdbacks, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required held by the respective utilities involvedLender under the Loan Documents. Assessments, excluding regular ad valorem real estate taxes, payable inAll prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 15.2 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.