Common use of Prorations Clause in Contracts

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions following items relating to the Assets, the ownership of this Section 14 shall survive the PSE Colstrip Interests, and the operation of the Colstrip Facilities will be allocated pro rata per diem for the tax year that includes the date of the Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and not be merged therein.Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the date of the Closing: (a) At ClosingProperty Taxes on or with respect to the Assets. (b) Rents, all normal and customarily proratable itemsadditional rents, includingTaxes, without limitation, all ad valorem taxes and assessments assessed against to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred extent normally adjusted in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertysimilar transactions, and any dues other items payable by Seller under the Real Property Leases and assessments the Business Contracts. (c) The amount of home or condominium owners’ associationsrents, shall 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 parties, the net amount of all such prorations will be prorated between Purchaser settled and Seller paid as of the Closing Datedate of the Closing. At least ninety (90) days prior to the date of the Closing, Seller being charged and credited for all will provide Purchaser with a reasonably detailed schedule showing a calculation of same up to such date and Purchaser being charged and credited for all of same the estimated prorations as if the Closing were occurring on and after such date. If the assessments for any such proratable items for Closing shall occur before a real estate Tax rate is fixed, the year apportionment of Closing have not yet been made, then any such prorations Taxes shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all Tax rate for the preceding year applied to the latest assessed valuation and such prorations will be final and not adjustable. No prorations Taxes shall be made in relation to rents not collected as reprorated upon the request of the Closing DateSeller, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On one hand, or Purchaser, on the first business day immediately prior to the day which is other hand, made within sixty (60) days after the Closing Date, or date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller order to confirm all adjustment and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes1.06. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 Utility charges, rental payments and charges and similar ---------- proratable items which are attributable to the Inventory and the Acquired Assets shall survive Closing and not be merged therein. (a) At Closingapportioned between the Buyer, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyone hand, and any dues and assessments of home or condominium owners’ associationsthe Sellers, shall be prorated between Purchaser and Seller on the other hand, as of the Closing Date. Any item which relates to the period prior to or on the Closing Date shall be apportioned to the Sellers, Seller being charged and credited for all of same up any such item which relates to such date and Purchaser being charged and credited for all of same on and the period after such datethe Closing Date shall be apportioned to the Buyer. If Notwithstanding the assessments foregoing, the Sellers shall be responsible for any such proratable items property taxes on the Inventory and the Acquired Assets for the tax year of including the Closing have not yet been madeDate. The Sellers shall, then any such prorations shall be based upon the no later than five days prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser prepare a preliminary statement (the "Preliminary Statement") in writing of the amount of the adjustments to be made hereunder and to be included in the Purchase Price adjustment made pursuant to Section 3.7. The Preliminary Statement shall make a commercially reasonable attempt be certified by the Sellers' Chief Financial Officer as true and correct and as having been prepared in accordance with the Sellers' books and records. The Purchase Price to collect be paid at Closing shall be adjusted either upward or downward, as applicable, based on the same for Seller's benefit after Closingamount of such Preliminary Statement; provided, but however, that if any upward adjustment to the -------- ------- Purchase Price would be in excess of Twenty-Five Thousand Dollars ($25,000), the Buyer shall not be required pay such adjustment unless and until the Buyer shall have verified and agreed to initiate legal proceedings in the amount of such attemptupward adjustment, which verification and such collections, if any, agreement shall be accounted for between Purchaser made no later than five days prior to the Closing Date. If the Buyer fails to so agree with any item in the Preliminary Statement prepared by the Seller, then any items on which the Buyer has so failed to agree shall remain open and Seller on be determined in conjunction with the Reconciliation Date preparation of the Final Statement (as hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Except for insurance premiums, at the Closing, all normal and customarily proratable items, prorated items including, without limitation, all maintenance fees and assessments, standby fees and ad valorem taxes and assessments assessed against for the current year (based on the most recent tax statement[s] for the Property, prepaid rents adjusted for the most current tax rates and other expenses appraised value), and fees payable under any Leases on utility services being continued to the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of 11:59 p.m. on the Closing Date (the “Cut-Off Time”). Seller shall be charged for and credited with all prorated items up to and including the Closing Date and Purchaser shall be charged for and credited with all of same after the Closing Date. In the event any amount to be prorated is unknown at the Closing, Seller being charged the Title Company’s best estimate of the amount therefor shall be used at the Closing, and credited thereafter, the Parties agree to adjust such prorations within ten (10) days after receipt of written notice, accompanied by copies of the statement(s) or invoice(s) therefor, from the Party receiving same. The Parties agree to undertake a final accounting for all prorated items (except ad valorem taxes, the proration of same up to such date and Purchaser being charged and credited for all which shall occur within ten (10) days after receipt of same on and after such date. If the assessments for any such proratable items tax statements for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date occurs) within forty-five (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6045) days after the Closing Date. (b) Standby fees, or such other date as may ad valorem taxes, maintenance fees, and assessments with respect to the Property for the year in which the Closing occurs shall, if not paid at Closing, be agreed upon in writing assumed by Seller Purchaser and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay the same provided an applicable charge has been made against Seller on the closing statement at Closing. (c) All base rent and additional rent actually received and other income actually received under the Lease in effect on the Closing Date shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit (but without duplication) at Closing for any prepaid rents to the extent the same are applicable to the period following the Cut-Off Time. Non-delinquent rent collected by Seller after Closing attributable to periods from and after the Cut-Off Time shall be promptly remitted to Purchaser. Delinquent rent collected by Seller or Purchaser after the Cut-Off time shall be delivered by the recipient as follows: within fifteen (15) days after the receipt thereof, Seller and Purchaser agree that all rent received by Seller or Purchaser shall be applied first to then current rents, and then to delinquent rents for periods after the Cut-Off Time and then to delinquent rents for periods prior to the Cut-Off Time. Notwithstanding anything herein to the contrary, in no event shall Seller, after the Cut-Off Time, institute or commence collection actions or activities or any legal action against any tenant occupying space at the Property. (d) All real estate taxes due and owing as of the Cut-Off Time, and all installments of assessments for public improvements or other matters or facilities which constitute a lien against the Property and are due and owing as of the Cut-Off Time, and all penalties and interest thereon, shall be paid by Seller on or before the Closing Date. Real estate taxes and assessments shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit for any accrued but unpaid (and not yet due and payable) real estate taxes and assessments applicable to any period before the Cut-Off Time. If the amount of any such taxes and assessments has not been determined as of Closing, such credit shall be based on one hundred percent (100%) of the most recent ascertainable tax bills. Such taxes shall be re-prorated upon issuance of the final tax b▇▇▇. (e) Except for those utility charges payable by Tenant in accordance with the Lease, Seller shall pay all utility charges attributable to the Property until the Cut-Off Time and Purchaser shall pay all utility charges attributable to the Property from and after the Cut-Off Time. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given. In the event such proration at Closing is based on estimated charges, after Closing, at such time as final bills for such water, sewer, and utility charges, common area maintenance charges, and other operating expenditures are available, the parties shall adjust the amounts apportioned at Closing based on the charges shown on the final bills, and Seller or Purchaser, as the case may be, a payment in an shall pay to the other whatever amount which reflects (i) net adjustments shall be necessary to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property compensate for the year difference within fifteen (15) days after receipt of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch final bills. (cf) Notwithstanding anything else to the contrary in this Section 14Premiums for hazard, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e.liability, "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall any other insurance will not be prorated and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies terminate Seller’s insurance coverage with respect to the PropertyProperty immediately after the Closing Date. Purchaser is solely responsible for obtaining Purchaser’s own insurance coverage from and after the Closing Date. (g) Any security deposit described by the Lease (and interest thereon if required by law or contract to be earned thereon) shall be transferred or credited to Purchaser at Closing. As of Closing, Purchaser shall assume Seller’s obligations related to Security Deposits which are actually transferred from Seller to Purchaser or for which Purchaser receives a credit.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against All payments under or pursuant to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Assigned Contracts or otherwisethe Assigned Facility Leases and utilities expenses for the Transferred Facilities relating to periods both before and after the Closing Date, including, without limitation, all utilities servicing whether payable before or after the Property, and any dues and assessments of home or condominium owners’ associationsClosing Date, shall be prorated between Purchaser the Buyers, on the one hand, and Seller the Sellers, on the other hand, on the basis of a 365-day year as of the Effective Time (collectively, the “Prorated Charges”). With respect to any products sold (or services rendered) to the Sellers pursuant to the Assigned Contracts or other obligations pursuant to which a Seller purchases products (for example, purchase orders), the Buyers and the Sellers shall use their respective reasonable best efforts to arrange for vendors to ▇▇▇▇ the appropriate Sellers directly on or prior to the Closing Date, Seller being charged Date and credited for all of same up to such date and Purchaser being charged and credited for all of same on and the appropriate Buyers directly after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, but Purchaser shall make a commercially reasonable attempt amounts due for supplies received from or services rendered by third-party vendors to collect the same for Seller's benefit after Closing, but shall not be required Sellers prior to initiate legal proceedings in such attempt, and such collections, if any, the Effective Time shall be accounted for between Purchaser the account of and Seller on paid by the Reconciliation Date (hereinafter defined)Sellers, except to the extent such amounts are Assumed Liabilities as contemplated in Section 1.03, which shall be the sole responsibility of the Buyers. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing DateAny ad valorem, use, real and personal property and similar Taxes, installments or special assessments arising from, or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventrelating to, the “Reconciliation Date”)Purchased Assets or the conduct of the Business, Seller hereby agrees to cause to be paid to Purchaser, which become due and payable on or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on after the Closing Date and subsequently collected by Purchaserrelate to a Straddle Tax Period (collectively, the “Apportioned Obligations”), shall be prorated and adjusted between the Buyers, on the one hand, and (b) any savings resulting from any tax abatements the Sellers, on the Property for other hand, as of the year of Closing resulting from Effective Time on a challenge brought by either party hereto per diem basis and the costs or expenses incurred Sellers shall be responsible for and, in any case where payment to the applicable taxing authority is to be made by the challenging party in that regardBuyers, shall pay to the Buyers, an amount equal to the Taxes allocable to the portion of such Straddle Tax Period ending as of the Effective Time at least ten (10) days prior to the date such Taxes become due and (ii) any costs payable. Subject to the foregoing, the Buyers shall prepare and expenses incurred by Purchaser under Section 32.(b)(ii) hereoffile all Tax Returns related to the Apportioned Obligations after providing BioScrip a reasonable opportunity to review and comment upon the same. (c) Notwithstanding anything else The Buyers and the Sellers shall cooperate in good faith to resolve any dispute with respect to prorations. In the event the Buyers, on the one hand, and the Sellers, on the other hand, are unable to resolve such dispute within twenty (20) days after the date such dispute arose (the “Resolution Period”), the Buyers, on the one hand, and the Sellers, on the other hand, shall submit the items remaining for resolution in writing, together with written summaries prepared and submitted by the Sellers, on the one hand, and the Buyers, on the other hand, within thirty (30) days following the end of the Resolution Period, to an Independent Accounting Firm. The Independent Accounting Firm shall be instructed to, within 20 days of such submission, resolve any differences between the Buyers and the Sellers based solely upon the written summaries submitted to the contrary Independent Accounting Firm in accordance with the preceding sentence, and, in reaching a decision on each item of dispute, the Independent Accounting Firm’s position shall be limited to either the Sellers’ or the Buyers’ position set forth in such written summaries on each disputed item. Such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the parties to this Agreement. The Buyers and the Sellers agree that the Independent Accounting Firm must agree to the time periods set forth in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.1.08

Prorations. The provisions Except as otherwise provided herein, the Buyer, by virtue of this Section 14 its obligation specified in the Time Brokerage Agreement executed even date herewith, shall survive be entitled to all income earned prior to and after the Closing Date and not shall similarly be merged thereinresponsible for reimbursement of all liabilities and obligations incurred or payable in connection with the operation of the station from the date of the Time Brokerage Agreement to the Closing Date and thereafter. (a) At ClosingFor reimbursement, all normal real and customarily proratable items, including, without limitation, all ad valorem personal property taxes and assessments assessed against utility charges relating to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).Station; and (b) On the first business day immediately prior to the day which is sixty For reimbursement, FCC annual regulatory fees payable in 2001. Within thirty (6030) days after the Closing DateClosing, or such other date as may be agreed upon Buyer shall deliver to Seller a statement setting forth in writing by Seller reasonable detail the basis for prorations pursuant to this Section, and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, any net amount due as the result of the proration statement (or, if there is a dispute, the undisputed amount thereof. If Seller disputes Buyer's determinations, or, if at any time after delivery of Buyer's statement of determinations any party determines that any item included in the proration is inaccurate or that an additional item should be included in the prorations, the parties shall confer with regard to the matter and an appropriate adjustment and payment shall be made as agreed upon by them or, if they are unable to resolve the matter, by a firm of independent certified public accountants mutually agreeable to the parties, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by them. Under the supervision of Buyer, Seller shall, in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a)a manner consistent with past practices, above, as to (a) any and collect all rents delinquent and unpaid on accounts receivable after the Closing Date and subsequently collected by Purchasershall promptly pay all commissions, bonuses and other sales related expenses, and (b) any savings resulting from any tax abatements on the Property for the year shall provide Buyer with an accounting of Closing resulting from a challenge brought by either party hereto all collected and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser uncollected accounts receivable. Buyer shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect obligation to the Propertypursue such collections.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in San Diego County, California, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a1) At ClosingSubject to Subsection (2) below, all normal revenues and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against expenses of the Property, prepaid rents and other expenses and fees payable under any Leases on the Propertyincluding without limitation real property taxes, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwisespecial taxes, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, (if any) shall be prorated and apportioned between Purchaser BUYER and Seller SELLER as of the Closing Date, Seller being charged so that SELLER bears all expenses with respect to the Property, and credited for has the benefit of all of same up income with respect to such the Property, through and including the date and Purchaser being charged and credited for all of same on and after such dateimmediately preceding the Closing Date. If any portion of the assessments Property is affected by any assessment or other charge, whether for any taxes or bonds, or interest thereon, which is or may become payable in installments, and an installment payment of such proratable items assessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received for the year of Closing have not yet been madeProperty, then any such prorations installment shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect ; and if any such assessment or other charge is not payable in installments or are not billed as part of the same annual ad valorem property tax ▇▇▇▇ for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anythe Property, shall be accounted paid in full by SELLER at the Closing. Notwithstanding the foregoing, SELLER shall be solely responsible for between Purchaser and Seller clearing all possessory interest taxes from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax ▇▇▇▇ will be made by the Reconciliation Date (hereinafter defined)parties outside of this Escrow within the time required by this Section 10 below, which obligation shall survive the Closing. (b2) On Subject to Subsection (1) above, if any of the first business day immediately prior items to be prorated as of Closing cannot be finally determined as of Closing, the day which is sixty prorations shall be made at Closing based on the last available information, and post-closing adjustments between BUYER and SELLER shall be made within twenty (6020) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, that the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaseractual amounts are determined, and if payment is not made within this twenty (b20) any savings resulting day period the party owing such sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from any tax abatements on the Property for date of delivery of the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else ▇▇▇▇ to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "rollnon-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect paying party to the Propertydate of payment. This subsection shall survive the Closing.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingBuyer and Seller agree that, except as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Purchased Assets, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but not including Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closingunits used to compute the item in question, but shall not be required to initiate legal proceedings in such attemptotherwise measured by calendar days): (i) Personal property, real estate and such collectionsoccupancy Taxes, assessments and other charges, if any, shall be accounted on or with respect to the ownership, lease, maintenance or operation of the Purchased Assets; (ii) Rent, Taxes and all other items (including prepaid services and goods not included in Inventory), in each case, payable by or to Seller under any of the Seller's Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for between Purchaser water, telephone, electricity and Seller other utilities; (v) Insurance premiums paid on or with respect to the Reconciliation Date ownership, lease, maintenance or operation of the Purchased Assets to the extent payable under any policy or other arrangement included among the Seller's Agreements; and (hereinafter defined)vi) Prepaid operating and maintenance expenses. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.5(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.5(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any eventorder to confirm all proration calculations made pursuant to this Section 3.5. Notwithstanding anything to the contrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.5 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, as to (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.6(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingIn addition to any other customary items agreed upon by the parties, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated separately apportioned and adjusted between Purchaser Kindred and Seller New Operator as of 11:59:59 p.m. in the time zone in which the Facility is located on the Closing Date, Seller being charged and credited for all of same up with the net amount (the “Net Adjustment Amount”) determined to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation payable to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing DateKindred, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerNew Operator, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at be paid on the Closing under Section 14.(a)Date, above, as to by certified or bank cashiers’ check or wire transfer: (a) Water, gas, electric, telephone and other utility charges, and sewer and waste water charges, shall be adjusted as of the Effective Time. If there are meters measuring the consumption of any utility or other service to the Facility, then Kindred and all rents delinquent New Operator shall each use their commercially reasonable efforts to cooperate to cause the meters to be read and unpaid on obtain final cut-off readings not more than one (1) day before the Closing Date and subsequently collected by Purchaserto establish the service account in New Operator’s name as soon as possible after the Effective Time. For metered service, Kindred shall pay the utility bills for services rendered prior to the readings. If for any reason any metered utility is read more than one (1) day before the Closing Date, Kindred and New Operator shall prorate such utility charges following the Closing Date as provided in Section 3.3(e). (b) Kindred and New Operator shall prorate any savings resulting from any tax abatements on amounts paid by Kindred under the Property for Assumed Kindred Contracts through the year of Closing resulting from a challenge brought by either party hereto and Effective Time that related in whole or in part to periods after the costs or expenses incurred by the challenging party in that regardEffective Time, and all other Contracts to which Kindred is a party (ii“Kindred Contracts”) any costs shall otherwise be terminated or retained by Kindred as described in Section 5.1. For sake of clarity, Kindred shall be solely responsible for and expenses incurred by Purchaser shall pay all amounts under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else the Assumed Kindred Contracts for services or goods provided on or prior to the contrary Effective Time. For services or goods provided on and after the Effective Time, New Operator shall be solely responsible for and shall pay all amounts under the Assumed Kindred Contracts. For the avoidance of doubt, nothing contained in this Section 143.3(b) is intended to limit in any respect New Operator’s duty to assume, if perform and discharge the Property has been assessed for property tax purposes at such rates as would result Assumed Obligations. Kindred and New Operator shall prorate any amounts paid by New Operator under the Assumed Kindred Contracts after the Effective Time that relate in reassessment (i.e., "roll-back" taxes) based upon a change whole or in land usage part to periods on or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect prior to the PropertyEffective Time.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingFor purposes of determining the Purchase Price, all normal personal property and customarily proratable itemsreal property Taxes, includingfees with respect to any Transferable Permits, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on leases of real or personal property, or other similar expenses, that are not due or assessed until after the Property, prepaid and accrued Effective Time but unpaid expenses incurred which are attributable in connection with whole or in part to any period commencing prior to the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the PropertyEffective Time, and any dues and assessments other amounts that by the terms of home or condominium owners’ associationsthis Agreement are to be allocated between the Parties, shall will be prorated between Purchaser and Seller as of the Closing DateEffective Time, with Seller being charged liable to the extent such items relate to any period prior to the Effective Time, and credited for all of same up Buyer liable to the extent such date and Purchaser being charged and credited for all of same on items relate to any period from and after such datethe Effective Time. If the assessments for any such proratable items for actual amounts to be prorated are not known, Seller shall include an itemized estimate in the year of Closing have not yet been made, then any such prorations shall be Adjustment Statement based upon the prior year’s most recent available rates, assessments, valuations, or other data, and the Parties shall adjust the amounts paid at Closing to reflect such prorations. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No Any prorations shall be made in relation so as to rents not collected as avoid duplication of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptany amounts, and such collections, if any, shall will be accounted for between Purchaser and Seller on adjusted to properly take into account any amounts thereof used in determining the Reconciliation Date (hereinafter defined)Purchase Price. (b) On The proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the first business day immediately prior date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, and will provide Seller with all documentation relating to such recalculations, including tax statements and other notices from third parties. The Parties will make such payments to each other as are necessary to reconcile any estimated amounts prorated as of the day which is sixty (60) days after Effective Time with the Closing Date, or final amounts to be prorated. Seller and Buyer agree to furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingEach Purchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyordinary, and any dues recurring items normally accrued or charged to the STP Owners or otherwise normally accrued or incurred by Seller, including those listed below (but excluding all Taxes), relating to the business and assessments operation of home or condominium owners’ associationsthe Generation Facility, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Generation Facility Contracts, with Seller being charged to be responsible for such items of operating expense and credited to receive the benefit of such items of operating revenue to the extent such items relate (or are apportionable) to any time periods prior to the Closing Date, and each Purchaser to be responsible for all its Proportionate Share of same up such items of operating expense and to receive the benefit of its Proportionate Share of such date and Purchaser being charged and credited for all items of same on operating revenue to the extent such items relate to periods from and after such date. If the assessments for Closing Date (measured in the same units used to compute the item in question and otherwise measured by calendar days); provided that notwithstanding anything to the contrary herein, no Purchaser shall pay any such proratable items amount under this Section 3.4 that constitutes an Excluded Liability: (i) the fees assessed on electricity generated at the Generation Facility pursuant to the DOE Standard Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961, as amended from time to time, for the year applicable period during which the Closing occurs; (ii) subject to and without limiting the generality of Section 2.3(d) and Section 2.4(j), Department of Energy Decommissioning and Decontamination Fees for the applicable period during which the Closing occurs; (iii) retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to any Generation Facility Insurance Policies to the extent such adjustments occur or distributions are made within twelve (12) months of Closing have or, if earlier, ninety (90) days after the end of the applicable policy year that includes the Closing Date; and (iv) documented operating, maintenance and other expenses incurred or accrued in any period prior to the Closing Date (not yet been madeincluding Capital Expenditures or any Excluded Liabilities), then but only to the extent that the amount of such expenses is determined within twelve (12) months of Closing or, if earlier, ninety (90) days after the end of the calendar year during which the Closing occurs. (b) Notwithstanding any other provision of this Agreement, (i) Texas Genco and Seller agree that Property Taxes (excluding all other Taxes) assessed on Texas Genco's Purchased Interest for the calendar year in which the Closing occurs shall be prorated as between Texas Genco and Seller based upon the ratio of the number of days in the calendar year in which the Closing occurs beginning with January 1 through the day prior to the Closing Date divided by the total number of days in such prorations calendar year multiplied by the amount of Property Taxes paid (or to be paid) by Texas Genco for the calendar year in which Closing occurs. Property Taxes prorated under this Section shall be based upon the prior year’s assessmentsstatus of the property as used by Seller. Except If Texas Genco or any successor-in-interest to Texas Genco changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to such property (as set forth described in Section 14(b14.2 of this Agreement or otherwise), such additional Property Tax liabilities will not be subject to proration hereunder and Texas Genco (or its successor-in-interest) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made responsible for the payment thereof; and (ii) CPS and Seller agree that Property Taxes (excluding all other Taxes) assessed on the Purchased Assets for the calendar year in relation which the Closing occurs shall be prorated to rents not collected as Seller based upon the ratio of the number of days in the calendar year in which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect occurs beginning with January 1 through the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) Closing Date divided by the total number of days after in such calendar year multiplied by the Closing Date, or such other date as may be agreed upon in writing amount of Property Taxes required by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause applicable Law to be paid by either Party for the calendar year in which Closing occurs. Notwithstanding the previous sentence, if the provisions of Title 1, Texas Tax Code Section 26.11 apply to PurchaserCPS for the calendar year in which the Closing occurs, Property Taxes will be apportioned to Seller in accordance with Section 26.11(a) of this code. Property Taxes prorated under this section shall be based upon the status of the property as used by Seller. If CPS or Purchaser hereby agrees any successor-in-interest to pay CPS changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to Seller, such property (as the case may be, a payment described in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a14.2 of this Agreement or otherwise), above, as such additional Property Tax liabilities will not be subject to proration hereunder and CPS (aor its successor-in-interest) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property shall be responsible for the year of Closing resulting from a challenge brought by either party hereto payment thereof. Seller will cooperate with CPS in obtaining Tax treatment available to CPS under the applicable laws and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofregulations. (c) Notwithstanding anything else In connection with the prorations referred to in Section 3.4(a) above as used in the determination of any amount pursuant to this Agreement (including any amounts determined pursuant to the contrary provisions of Section 3.5), in this Section 14the event that actual figures are not available on the Closing Date, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) proration shall be based upon a change in land usage the applicable amounts properly accrued or ownership would have been accrued as of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesbeginning of the Closing Date. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingTo the extent not included in the calculations of Closing Net Working Capital, Closing Indebtedness, or Closing Transaction Expenses or otherwise prorated pursuant to this Agreement, all normal and customarily proratable items(i) water, includingsewer, without limitationelectricity, all ad valorem taxes and assessments assessed against the Property, prepaid rents gas and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsutility charges, if any, applicable to the Business, (ii) payments or receipts applicable to the Assets, including under the Assumed Contracts, and (iii) ad valorem taxes imposed upon the Assets (collectively, the “Proration Items”) that relate, in whole or in part, to periods prior to the Effective Time, shall be accounted for between apportioned to the Effective Time, and Representatives of the Seller Parties and Purchaser will examine all relevant books and records of the Business as of the Effective Time in order to make the determination of the apportionments. The net amount of all Proration Items will be settled and paid on the Closing Date. In the event that the amount of any of the Proration Items is not known by the Seller Parties and Purchaser at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to the Seller Parties. After Closing, Purchaser, on the one hand, and the Seller Parties, on the other hand, shall provide to the other party written notice five (5) Business Days after receipt of any third-party invoice relating to any Proration Item so estimated. Within ten (10) Business Days thereafter, Purchaser and the Seller Parties shall each make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the Reconciliation Date (hereinafter defined)applicable third-party invoice. (b) On In the first business day immediately prior event that either a Seller Party or Purchaser pays a Proration Item (the “Payor”) (other than if and to the day extent included in the Assumed Liabilities) for which the other party (the “Payee”) is sixty obligated in whole or in part under this Section 1.12, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee’s proportionate share of such Proration Item, and the Payee shall promptly pay such share to the Payor. In the event either party (60the “Recipient”) days after the Closing Datereceives payments, or such the benefits of payments, of a Proration Item to which the other date as may be agreed upon party (the “Beneficiary”) is entitled in writing by Seller and Purchaser (whole or in any eventpart under this Agreement, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to Recipient shall promptly pay to Seller, as the case may be, a payment in an such amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesBeneficiary. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions No later than five business days after the final determination of this the Working Capital of the Business under Section 14 2.4, Purchasers shall survive reimburse Sellers for all personal and real property Taxes relating to the Acquired Assets that are not included in the Assumed Liabilities, were paid by a Seller before the Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against relate to the Property, prepaid rents and other expenses and fees payable under any Leases on ownership of the Property, prepaid and accrued but unpaid expenses incurred in connection with Acquired Assets or the operation or maintenance of the Property Business after the Closing (except to the extent that any such Taxes are included as an asset in the Final Working Capital Statement and not included as an asset in the working capital amount as of May 31, 2004 that was used in the calculation of the Target Working Capital). Unless otherwise an Assumed Liability and except for any installments payable by any lessor under any Service Contracts or otherwisea Facility Lease, includingeach Seller, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsas applicable, shall be prorated between Purchaser and Seller as pay all installments of special assessments with respect to the Real Property that relate to the operation of the Business on or before the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Purchasers shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, pay all such prorations will be final and not adjustable. No prorations shall be made in relation installments that relate to rents not collected as the operation of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days Business after the Closing Date. Except to the extent included in the Assumed Liabilities, or such all water, sewer, utility and other date as may be agreed upon in writing by Seller and Purchaser (in any eventsimilar charges, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent prepaid rent and unpaid on other similar credits, affecting the Real Property shall be prorated to the Closing Date and subsequently collected (with Closing Date meter readings as appropriate). The foregoing prorations shall be paid by PurchaserPurchasers to Sellers, and (b) any savings resulting from any tax abatements on insofar as feasible, at the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs Closing, or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14extent not feasible, if within 30 days following the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller willby Immediately Available Funds. Any errors or omissions in computing prorations at the Closing, at its election or any re-computations required as a result of facts that become known after the Closing, shall be corrected (and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertypaid as specified above) as soon as practicable thereafter.

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseshall be apportioned as of 12:01 a.m. on the Closing Date, including, without limitation, with Purchaser being deemed to be the owner of its Undivided Interest in the Property during the entire day on which the Closing Date occurs and being entitled to receive its share of all utilities servicing revenue of the Property, and being obligated to pay its share of all expenses of the Property, with respect to such day. All prorations and apportionments hereunder shall be based upon Seller’s Undivided Interest in the Property. (i) Such prorated items shall include the following: (A) all rents and any dues other income with respect to the Property received by the Closing Date, if any, and for the month in which the Closing occurs. Such proration of rents shall be based on a rent roll updated by Seller not less than one (1) day prior to the Closing Date; (B) taxes and assessments (including personal property taxes) levied against the Property; (C) subject to rights under Leases regarding payments or prorations of home utility payments by tenants (which will be governed by the rent proration provision described in Section 12(a)(i)(A) above), utility charges for which Seller is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than fifteen (15) days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (D) any other operating expenses or condominium owners’ associationsother items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (ii) Notwithstanding anything contained in this Section 12, the following shall apply: (A) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be prorated between paid by Seller at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, Purchaser shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by Seller. In the event that Seller as of has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, Seller being charged shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for which a credit was given or a proration was made at the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but the parties shall not be required adjust the differences between them promptly upon demand being made therefor by either Seller or Purchaser. If, after the Closing, any additional real estate taxes or assessments applicable to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately period prior to the day which is sixty (60) days Closing Date are levied for any reason, including back assessments or escape assessments, then Seller shall pay all such additional amounts. If, after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”)Closing, Seller hereby agrees or Purchaser receive any property tax refunds regarding any Property relating to cause a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, Purchaser for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, Seller. Purchaser shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (B) Charges referred to in Section 12.2(a)(i)(C) which are payable by any tenant directly to a payment in an amount which reflects (i) net adjustments third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any prorations made of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of such charges. As to utilities and other operating expenses for which Seller is responsible, Seller may upon notice to Purchaser elect to pay one or more of all of said items accrued to the date fixed for apportionment pursuant to this Agreement directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (C) Purchaser shall take all steps necessary to effectuate the transfer of all utilities to the name of Purchaser as of Closing, where necessary, post deposits with the utility companies, and provide Seller with written evidence of the transfer at or prior to Closing. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (D) Unpaid rent from a tenant delinquent at Closing under Section 14.(a), above, collected by Purchaser or Seller after the date of Closing shall be delivered as to follows: (a) if Seller collects any and all rents such unpaid delinquent and unpaid on rent, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of the Closing Date and subsequently collected by Purchaserany period thereafter, and (b) if Purchaser collects any savings resulting from such unpaid delinquent rent, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any tax abatements on such rent to which Seller are entitled hereunder relating to the Property for period prior to the year date of Closing. The parties agree that (i) all rent received by Seller or Purchaser within the first thirty (30) day period after the date of Closing resulting from a challenge brought by either party hereto tenant delinquent at Closing shall be applied first to delinquent rent, if any, in the order of their maturity, and the costs or expenses incurred by the challenging party in that regardthen to current rent, and (ii) any costs all rent received by Seller or Purchaser after the first thirty (30) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to current rent and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else then to the contrary in this Section 14delinquent rent, if any, in the Property has been assessed for property tax purposes at such rates as would result inverse order of maturity. Purchaser will endeavor after Closing to collect all rents in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership the usual course of Purchaser’s operation of the Property, but Purchaser hereby agrees will not be obligated to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.institute any lawsuit or other collection procedures to collect delinquent rents, except in Purchaser’s sole discretion; (dE) At After Closing, Seller willshall be responsible for preparing a reconciliation of common area maintenance (the “CAM”) payments made by tenants under the Leases for calendar year 2011 and prior to Closing, at its election in accordance with the Leases. To the extent CAM payments made by tenants on or after [ ] and in its sole discretion, either deliver or credit prior to Purchaser any and all tenant security deposits then actually held Closing (the “Pre-Closing Payments”) exceed common area expenses for the Property paid by Seller under Leases covering during such period, as reasonably determined by Purchaser after the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will pay such excess amounts to Purchaser within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. To the extent the Pre-Closing Payments are less than the common area expenses for the Property paid by Seller during such period, as reasonably determined by Purchaser after the Closing, Purchaser will pay such amounts to Seller within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. Purchaser shall make such determination as soon as possible after the Closing and in all events on or before the date required under the Leases; (F) The net proration credit to or charge against Seller on account of the prorations adjustments to be credited at made upon the Closing with shall be reflected through an adjustment to cash portion of the amount Purchase Consideration. Any other proration adjustments made following the Closing shall be made in cash; and (G) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as is soon after the Closing Date as feasible. Either party owing the other party a sum of any and all deposits held money based on behalf of Seller by utility companies with respect such subsequent proration(s) shall promptly pay said sum to the Propertyother party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within ten (10) business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, Purchaser shall prepare a final proration statement which shall be conclusively deemed to be accurate and final absent manifest error.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, the following items shall be prorated as of 12:01 a.m. on the date of Closing with all normal items of income and customarily proratable expense for the Property being borne by Purchaser from and after (and including) the date of Closing: Tenant Receivables (defined below), and, to the extent not passed through to the Tenants under the Leases, other items, including, without limitation, all income and rents that have been collected by Seller as of Closing; fees and assessments; prepaid expenses and obligations under Service Contracts; accrued operating expenses; real and personal ad valorem taxes; and any assessments by private covenant for the then-current calendar year of Closing. Specifically, the following shall apply to such prorations and to post-Closing collections of Tenant Receivables: Rents due from the Tenants under the Leases and operating expenses and/or taxes payable by the Tenants under the Leases (collectively, “Tenant Receivables”) and assessments assessed against not collected by Seller as of Closing shall not be prorated between Seller and Purchaser at Closing but shall be apportioned on the Propertybasis of the period for which the same is payable and if, prepaid rents as and when collected, as follows: (a) Tenant Receivables and other expenses and fees payable income received from the Tenants under any the Leases on after Closing shall be applied in the Propertyfollowing order of priority: (A) first, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance to payment of the Property under any Service Contracts or otherwisecurrent Tenant Receivables then due for the month in which the Closing Date occurs, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, which amount shall be prorated apportioned between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except Date as set forth in Section 14(b8.1 hereof (with Seller’s portion thereof to be delivered to Seller); (B) hereinbelowsecond, all such prorations will be final to Tenant Receivables first coming due after Closing and not adjustable. No prorations applicable to the period of time after Closing, which amount shall be made retained by Purchaser; (C) third, to payment of Tenant Receivables first coming due after Closing but applicable to the period of time before Closing, including, without limitation, the Tenant Receivables described in relation Section 8.1(b) below (collectively, “Unbilled Tenant Receivables”), which amount shall be delivered to rents Seller; and (D) thereafter, to delinquent Tenant Receivables which were due and payable as of Closing but not collected by Seller as of Closing (collectively, “Uncollected Delinquent Tenant Receivables”), which amount shall be delivered to Seller. Notwithstanding the foregoing, Seller shall have the right to pursue the collection of Uncollected Delinquent Tenant Receivables for a period of one year after Closing without prejudice to Seller’s rights or Purchaser’s obligations hereunder, provided, however, Seller shall have no right to cause any such Tenant to be evicted or to exercise any other “landlord” remedy (as set forth in Tenant’s Lease) against such tenant other than to ▇▇▇ for collection. Any sums received by Purchaser to which Seller is entitled shall be held in trust for Seller on account of such past due rents payable to Seller, and Purchaser shall remit to Seller any such sums received by Purchaser to which Seller is entitled within ten business days after receipt thereof less reasonable, actual costs and expenses of collection, including reasonable attorneys’ fees, court costs and disbursements, if any. Seller expressly agrees that if Seller receives any amounts after the Closing Date which are attributable, in whole or in part, to any period after the Closing Date, but Seller shall remit to Purchaser shall make a commercially reasonable attempt that portion of the monies so received by Seller to collect which Purchaser is entitled within ten business days after receipt thereof. With respect to Unbilled Tenant Receivables, Purchaser covenants and agrees to (i) ▇▇▇▇ the same for Seller's benefit after when billable and (ii) cooperate with Seller to determine the correct amount of operating expenses and/or taxes due. The provisions of this Section 8.1(a) shall survive the Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On Without limiting the first business day immediately prior to generality of the day which requirements of Section 8.1(a)(C) above, if the final reconciliation or determination of operating expenses and/or taxes due under the Lease shows that a net amount is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing owed by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or said amount shall be paid by Seller to Purchaser hereby agrees to pay within ten business days of such final determination under the Lease. If the final determination of operating expenses and/or taxes due under the Lease shows that a net amount is owed by Purchaser to Seller, Purchaser shall, within ten business days of such final determination, remit said amount to Seller. Purchaser agrees to receive and hold any monies received on account of such past due expenses and/or taxes in trust for Seller and to pay same promptly to Seller as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year aforesaid. The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if 8.1(b) shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesClosing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. As soon as practicable after the Applicable Site Transfer Date, real estate and personal property taxes ("Taxes") attributable to those BTS Sites being transferred shall be apportioned as of the Applicable Site Transfer Date for each. Such apportionments shall be made pro rata on a per diem basis as of the Effective Date so that all such Taxes attributable to the period prior to the Applicable Site Transfer Date are for the account of Assignor; and all such Taxes attributable to the period on and after the Applicable Site Transfer Date are for the account of SBCW or applicable Cingular Group Member. Taxes shall initially be determined based on the previous year's taxes and shall later be adjusted to reflect the current year's Taxes when the tax bills are finally rendered. The provisions parties shall fully cooperate to avoid, to the extent legally possible, the payment of duplicate Taxes, and each party shall furnish, at the request of the other, proof of payment of any Taxes or other documentation which is a prerequisite to avoiding payment of a duplicate tax. In the event that either party (the "Payor") pays a Tax for which the other party (the "Payee") is obligated in whole or in part under this Section, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Tax, and the Payee shall promptly pay such share to the Payor. In the event either Party (the "Recipient") receives refunds of a Tax to which the other Party (the "Beneficiary") is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such share to the Beneficiary. In the event there exists as of the Applicable Site Transfer Date any pending appeals of ad valorem tax assessments with regard to any of the BTS Sites being transferred, the continued prosecution and/or settlement of such appeals shall be subject to the direction and control of Assignee with respect to assessments for the year within which the Assignment occurs. The parties agree that the following items shall be also apportioned between Vendor and SBCW, as of the Applicable Site Transfer Date, as to the Completed CA/NV Sites and Construction Sites: (a) rents and revenues under all Third Party Collocation Agreements; (b) base rent, license fees, revenue sharing payments or other charges due to landlords, lessors or licensors under the Ground Lease and (c) utility charges relating to Tower lighting. Such apportionments shall be made pro rata on a per diem basis as of the Applicable Site Transfer Date so that all such rents, revenues, charges and payments attributable to the period prior to the Applicable Site Transfer Date are for the account of Vendor; and all such rents, revenues, charges and payments attributable to the period from and after the Applicable Site Transfer Date are for the account of SBCW with such adjustments (and adjustments pursuant to the first paragraph of this Section 14 shall survive Closing and not 4(d)) to be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller made as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same Applicable Site Transfer Date by the party that on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior net basis owes money to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing party under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. paragraph (d) At Closingby wire transfer of immediately available funds to such accounts as such other party shall direct in writing. The parties shall fully cooperate to avoid, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyextent legally possible, making duplicate payments to ground lessors or other counter-parties under the Ground Leases and to other third parties.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll rent, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents utilities and other expenses and fees payable under any lease charges with respect to Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, assumed by Buyer shall be prorated between Purchaser Buyer and Seller as of June 30, 2000. Such prorations shall, insofar as feasible, be determined and paid at the Closing DateClosing, with best efforts to achieve final settlement of such prorations within 30 days after the Closing. Seller being charged shall be responsible for payment of all unpaid rent, common area maintenance expenses and credited for real property taxes through June 30, 2000." 8. The third sentence of Section 6.1 shall be revised to state in its entirety as follows: "As soon as practical after the execution and delivery of this Agreement, but no later than June 13, 2000, Buyer and Seller shall make all filings required under the HSR Act, and Buyer and Seller will promptly file any supplemental or additional information which may reasonably be requested in connection therewith pursuant to the HSR Act, and will comply in all material respects with the requirements of the HSR Act." 9. Sections 6.11, 8.6 and 10.7 of the Agreement shall be deleted in their entirety. 10. Clause (vi) of Section 11.1(a) of the Agreement shall be deleted in its entirety. 11. The effectiveness of this Amendment is subject to the approval of the boards of directors of Seller and Parent on or before June 9, 2000. Prior to such approvals, this Amendment shall have no force or effect. Seller and Parent will deliver certified copies of their board resolutions to Buyer on or prior to June 13, 2000. 12. This Amendment may be executed in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, including counterparts transmitted by facsimile, but all of which taken together shall constitute one and the same up to such date and Purchaser being charged and credited for all of same on agreement. 13. On and after such date. If the assessments for any such proratable items for date hereof, each reference in the year of Closing have not yet been made, then any such prorations Agreement to the "Agreement" shall be based upon mean the prior year’s assessmentsAgreement as amended hereby. Except as set forth specifically amended above, the Agreement shall remain in Section 14(b) hereinbelowfull force and effect and is hereby ratified and confirmed. The execution, all such prorations will be final delivery and not adjustable. No prorations effectiveness of this Amendment shall be made in relation to rents not collected not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party hereto, nor constitute a waiver of any provision of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Agreement. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Properties shall be prorated between Purchaser and Seller apportioned as of 12:01 a.m. on the Closing Date, Seller with the Operating Partnership being charged deemed to be the owner of the Property Interests during the entire day on which the Closing Date occurs and credited for being entitled to receive all revenue of same up the Properties, and being obligated to pay all expenses of the Properties, with respect to such date day. (i) Such prorated items shall include the following: (A) all rents and Purchaser being charged and credited for all of same on and after such date. If any other income with respect to the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of Properties received by the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptif any, and such collectionsfor the current month not yet delinquent. Such proration of rents shall be based on a rent roll updated not less than one (1) day prior to the Closing Date; (B) taxes and assessments (including personal property taxes on the Personal Property) levied against the Properties; (C) subject to rights under Leases regarding payments or prorations of utility payments by tenants (which will be governed by the rent proration provision described in Section 4.3(a)(i)(A) above), utility charges for which the Contributors are liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than fifteen (15) days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (D) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (E) credit shall be accounted given to the Contributors for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; and (F) any other operating expenses or other items pertaining to the Properties which are customarily prorated between Purchaser a transferor and Seller on transferee of real estate in the Reconciliation Date (hereinafter defined)county in which the Properties are located. (bii) On Notwithstanding anything contained in this Section 4.3(a), the first business day immediately following shall apply: (A) The Operating Partnership shall be entitled to a credit against the Contributors’ Total Consideration to be delivered in the form of Partnership Units for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 4.3(a)(i)(E) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (B) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributors at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the day which is sixty (60) days Closing Date, to the extent such amount has not been actually paid by the Contributors. In the event that the Contributors have paid prior to the Closing any real estate taxes or assessments related to the Properties applicable to the period after the Closing Date, the Contributors shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributors or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributors shall pay all such additional amounts. If, after the Closing, the Contributors or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Properties shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, the Contributors. Subject to Section 1.12, the Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (C) Charges referred to in Section 4.3(a)(i)(C) which are payable by any tenant directly to a payment in an amount which reflects (i) net adjustments third party shall not be apportioned hereunder, and the Operating Partnership shall accept title subject to any prorations made of such charges unpaid and the Operating Partnership shall look solely to the tenant responsible therefor for the payment of such charges. As to utilities and other operating expenses for which the Contributors are responsible, the Contributors may upon notice to the Operating Partnership elect to pay one or more of all of said items accrued to the date fixed for apportionment pursuant to this Agreement directly to the person or entity entitled thereto, and to the extent the Contributors so elects, such item shall not be apportioned hereunder, and the Contributors’ obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (D) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and provide the Contributors with written evidence of the transfer at or prior to Closing. The Contributors shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (E) Unpaid rent from a tenant delinquent at Closing under Section 14.(a), above, collected by the Operating Partnership or the Contributors after the date of Closing shall be delivered as to follows: (a) if the Contributors collects any and all rents such unpaid delinquent and unpaid on rent, the Contributors shall, within fifteen (15) days after the receipt thereof, deliver to the Operating Partnership any such rent which the Operating Partnership is entitled to hereunder relating to the date of the Closing Date and subsequently collected by Purchaserany period thereafter, and (b) if the Operating Partnership collects any savings resulting from such unpaid delinquent rent, the Operating Partnership shall, within fifteen (15) days after the receipt thereof, deliver to the Contributors any tax abatements on such rent to which the Property for Contributors are entitled hereunder relating to the year period prior to the date of Closing. The parties agree that (i) all rent received by the Contributors or the Operating Partnership within the first sixty (60) day period after the date of Closing resulting from a challenge brought by either party hereto tenant delinquent at Closing shall be applied first to delinquent rent, if any, in the order of their maturity, and the costs or expenses incurred by the challenging party in that regardthen to current rent, and (ii) any costs all rent received by the Contributors or the Operating Partnership after the first sixty (60) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to current rent and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else then to the contrary in this Section 14delinquent rent, if any, in the inverse order of maturity. The Operating Partnership will use commercially reasonable efforts after Closing to collect all rents in the usual course of the Operating Partnership’s operation of the Property has been assessed for property tax purposes at such rates as would result Interests, but the Operating Partnership will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents, except in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its Operating Partnership’s sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.;

Prorations. The provisions of this Rent, Taxes (other than Transfer Taxes discussed in Section 14 shall survive Closing and not be merged therein. (a) At Closing6.12), all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyutilities, and any dues and assessments of home or condominium owners’ associations, prepaid expenses related to the Purchased Assets shall be prorated between Purchaser Seller and Seller Buyer as of the Closing Date, Seller being charged and credited for all . The portion of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Taxes that are treated as arising during or attributable to the Pre-Closing Tax Period for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth; (ii) imposed in connection with the sale, transfer or assignment of property; or (iii) required to be withheld, deemed to be equal to the amount which would be payable if the taxable year of Closing have not yet been made, then any for such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of purposes ended on the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).; and (b) On in the first business day immediately prior case of any other Taxes, including any property Taxes, deemed to be the day amount of such Taxes for the entire period multiplied by a fraction the numerator of which is sixty (60) the number of days after in the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid period ending on the Closing Date and subsequently collected by Purchaserthe denominator of which is the number of days in the entire period, without regard to the date of assessment. All obligations due in respect of periods prior to and including the Closing Date (other than Cure Claims), including any Pre-Closing Tax Period, shall be the obligations of Seller, and all obligations due in respect of periods after the Closing Date to the extent related to the Purchased Assets shall be the obligations of and shall be paid in full or otherwise satisfied by Buyer. Seller shall provide reimbursement for any Tax or other obligation for which it is liable pursuant to this Section 6.13 that is payable or paid by Buyer within twenty (b20) any savings resulting from any tax abatements days after written demand therefore. Rent shall be prorated on the Property for the year basis of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and thirty (ii30) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofday month. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income and expenses arising from the conduct of the business and operations of the Cox Stations and the RRC Station on the one hand, all normal and customarily proratable itemsthe Salem Station, includingon the other hand, shall be prorated between Cox and Salem in accordance with generally accepted accounting principles as of 12:01 a.m., on the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall use commercially reasonable efforts to provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in SECTIONS 4.2(C) and 4.2(D); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to Salem a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt to collect detail the same basis for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be accounted for between Purchaser conclusive and Seller on binding upon Salem unless Salem provides Cox with written notice of objection (the Reconciliation Date "Notice of Disagreement") within one hundred twenty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or such other date as may be agreed upon in writing reject Salem's Proration Amount. Payment by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, Salem or Purchaser hereby agrees to pay to SellerCox, as the case may be, a payment in an amount which reflects of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) net adjustments Salem's acceptance of the Cox Proration Schedule or failure to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year give Cox a timely Notice of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, Disagreement and (ii) Cox's acceptance of Salem's Proration Amount or fai▇▇▇▇ to reject Salem's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Within ninety (90) days of the Closing Date, Salem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox's Proration Amount"). Salem shall have fifteen (▇▇) days from receipt of a Notice of Disagreement to accept or reject Cox's Proration Amount. Payment by Cox or Salem, as ▇▇▇ ▇ase may be, of the proration amounts determined pursuant to this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox's acceptance of the Salem Proration Schedule ▇▇ ▇▇ilure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox's Proration Amount or failure to reject Cox's Pr▇▇▇▇▇on Amount within fifteen (15) days of rec▇▇▇▇ of a Notice of Disagreement; and (e) In the event of any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else disputes between the parties as to the contrary prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid at the time provided in this Section 14and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in the United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or Salem fails to pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two ---- percent (2%), and such interest shall be payable upon demand. Notwithstanding the provisions of SECTION 4.2(C), (D) and (E) of this Agreement, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the Closing Date, then the amount will be estimated as of such date, and all deposits held on behalf once the amount of Seller by utility companies with respect such taxes is known, Salem shall pay to Cox, or Cox shall pay to Salem, as the Propertycase may be, the net amount due as a result of the actual apportionment of such taxes.

Prorations. The provisions of this Section 14 shall survive Closing a. Except as provided in the Interim Management Agreement, on and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Commencement Date, Seller being charged Current Operators and credited for all of same up New Operators shall prorate revenues and expenses pertaining to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Facilities, utility charges for the year billing period in which the Commencement Date occurs, Assumed Contracts, prepaid income and expenses, the applicable state bed taxes or assessments, Provider Taxes and other related items of Closing have not yet been made, then any such revenue or expense attributable to the Facilities. b. All prorations between the parties shall be made on the basis of actual days elapsed in the relevant accounting or revenue period and shall be based upon on the prior year’s assessmentsmost recent information available to the parties hereto. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final Utility charges which are not metered and not adjustable. No prorations read on the Commencement Date shall be made in relation to rents not collected as estimated based on prior charges, and shall be re-prorated within five (5) business days after receipt of statements therefor. Current Operators and New Operators shall jointly arrange for the turnover of the Closing Dateutility services, but Purchaser Current Operators shall make a commercially reasonable attempt not arrange to collect the same for Seller's benefit after Closingterminate any utility services without New Operators’ written consent, but which shall not be required unreasonably withheld, delayed or conditioned. c. Except as otherwise set forth herein, all amounts owing from one party hereto to initiate legal proceedings in such attempt, and such collections, if any, the other party hereto that require adjustment after the Commencement Date shall be accounted for between Purchaser and Seller on the Reconciliation Date settled within thirty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6030) days after the Closing DateCommencement Date or, or in the event the information necessary for such other date as may be agreed upon in writing by Seller and Purchaser adjustment is not available within said thirty (in any event30) day period, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects within five (i5) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year business days of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch information being available. (c) d. Notwithstanding anything else to the contrary in this Section 14contained herein, if to the Property has been assessed for property tax purposes at such rates as would result in reassessment extent Current Operators or New Operators obtain any American Rescue Plan Act (i.e.“ARPA”) grant funding that covers both the period prior to the Commencement Date and after the Commencement Date, "roll-back" taxesCurrent Operators and New Operators shall prorate the funds among the applicable party and pay any amounts owed to the other party within five (5) based upon a change in land usage or ownership business days of receipt of the Property, Purchaser hereby agrees funds. Current Operators and New Operators shall reasonable cooperate to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing come up with the amount of any and all deposits held on behalf of Seller by utility companies with respect a mutually agreeable Long Term Care Program Facility Budget to the Propertyextent required for the receipt of ARPA funds.

Prorations. Town and Developer shall apportion as of 11:59 p.m. of the day preceding the Closing (the “Proration Date”), the items for the Option Property hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of obligations set forth in this Section 14 10 shall survive Closing and not the Closing. The items to be merged therein.adjusted are: (a) At ClosingCity, all normal state, county, and customarily proratable items, including, without limitation, all school ad valorem taxes and other assessments assessed against for the Property, prepaid rents and other expenses and fees payable under any Leases fiscal year of sale. Should such proration be inaccurate based on the Propertyactual ad valorem tax ▇▇▇▇, prepaid and accrued but unpaid expenses incurred in connection with if the operation or maintenance same has not been received by the date of Closing, either party may demand after the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertydate of Closing, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of entitled to receive upon demand, a payment correcting any mal- apportionment favoring the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)other party. (b) On If, at Closing, if the Option Property or any part thereof shall have been affected by an assessment or assessments, which are or may become payable in annual installments, of which the first business day immediately installment is then a charge or lien, then for the purposes of this Agreement, all the unpaid installments of any such assessment due and payable in calendar years prior to the day year in which is sixty (60) days the Closing occurs shall be paid by Developer and all installments becoming due and payable after the delivery of the deed shall be assumed and paid by the Town, except, however, that any installments which are due and payable in the calendar year in which the Closing Dateoccurs shall be adjusted pro rata. However, if such an assessment or assessments shall be due in one lump sum payment, then to the extent such other assessment(s) is for improvements in place as of the date as may of this Agreement, then such assessment(s) shall be agreed upon in writing paid by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause Developer but if such assessment(s) is for improvements to be made subsequent to the date of this Agreement, then the same shall be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at Town. All such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser prorations shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller be final at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe items described below with respect to each Property shall be apportioned between Transferor and Transferee and shall be prorated on a per diem basis as of 11:59 p.m. of the day before the Closing Date: (i) annual rents, all normal other fixed charges (including prepaid rents), unfixed charges and customarily proratable items, additional rents (including, without limitation, all ad valorem taxes on account of taxes, porter's wage, electricity and assessments assessed against percentage rent), in each case paid ▇▇▇▇▇ ▇▇e Leases (it being agreed that any such amounts not paid prior to the PropertyClosing Date shall not be apportioned but shall be dealt with in accordance with the provisions of Section 5.2); (ii) amounts payable under the Contracts to be assigned to Transferee; (iii) real estate taxes, prepaid rents vault taxes, water charges and sewer rents, if any, on the basis of the fiscal year for which assessed; (iv) fuel; electric and other expenses utility costs; (v) assessments, if any, provided that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements shall be paid by Transferor if due and fees payable prior to the Closing and by Transferee if due and payable subsequent to the Closing; (vi) rents payable under any Leases the Ground Lease; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; and (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located. (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Transferor and Transferee shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing Date occurs. (c) If there is a water or other utility meter(s) on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Transferor shall be prorated between Purchaser and Seller as of furnish a reading to a date not more than thirty (30) days prior to the Closing Date, Seller being charged and credited the unfixed meter charge and the unfixed sewer rent, if any, based thereon for all the intervening time shall be apportioned on the basis of same up to such date and Purchaser being charged and credited for all of same on and after such datelast reading. If Transferor cannot readily obtain such a current reading, the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations apportionment shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesmost recent reading. (d) At the Closing, Seller willif Transferee elects to take an assignment of any utility deposit made by Transferor with any utility company, at then Transferee shall reimburse Transferor for such utility deposit and Transferor shall execute such documents as may be required to assign its election rights in such deposits to Transferee and provide such utility companies with notice of such assignment, if necessary (in its sole discretion, either deliver or credit each case in form and substance reasonably satisfactory to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the PropertyTransferee). Seller will have no responsibility for security Any utility deposits not held so assigned to Transferee shall be refunded to Transferor. (e) At the Closing, (i) the cost of tenant improvements actually paid for by Seller at Closing. Further, Seller will be credited at Closing with Transferor and the amount of any allowance in respect of tenant improvements actually paid by the Transferor during the period of time from and all deposits held on behalf after the date hereof until the date of Seller the Closing (such period, the "Executory Period") and (ii) any leasing commissions actually paid by utility companies with respect the Transferor during the Executory Period shall be apportioned as follows: (A) Transferee shall receive a credit to the Propertyextent the amounts for such tenant improvement costs, allowances or leasing commissions shown on the business plan attached as Exhibit M (the "Business Plan") exceed the amounts actually expended by Transferor for such costs, allowances or commissions during the Executory Period. (B) Transferor shall receive a credit to the extent the amounts actually expended by Transferor for such costs, allowances or commissions during the Executory Period exceed the amounts for such costs, allowances or commissions shown on the Business Plan.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll non-delinquent rents, all normal and customarily proratable items, including, without limitation, all ad valorem taxes real property taxes, general and special assessments, water use fees, irrigation project assessments, non-separately billed utilities and other services (if Buyer continues such services), will be prorated as of the Closing. In making all prorations, Buyer will be credited or debited with all matters for the day on which the Closing occurs. Seller will pay to Buyer all unearned advances. All existing improvement liens or special assessments assessed against affecting the Property, prepaid rents the installments under which are not yet due, will become Buyer's obligation upon the Closing and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall may be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)conveyed subject thereto. (b) On All items to be prorated between Seller and Buyer, as well as other charges and credits reflected on the first business day immediately prior closing statement(s), will be based upon the best information available to the day which is sixty parties at the time of Closing. If ad valorem real property taxes have not been assessed for the current year, or the tax rate has not been established by the relevant taxing authority, then ad valorem taxes will be prorated based upon the tax rate for the preceding year applied to the latest assessed valuation. If, following the Closing, any party discovers that any item prorated, charged or credited pursuant to the provisions of this subparagraph was erroneous, or was based upon an inaccurate estimate, then such party will notify the other party of such error and an appropriate adjustment will be made between the parties so that any item will have been correctly and accurately prorated, charged or credited between the parties. The amount of any adjustment will be due and payable by the appropriate party ten (6010) days after the Closing Date, or following demand for payment thereof accompanied by such other date documents as may be agreed upon in writing by Seller and Purchaser (in any event, reasonably required to establish the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as accuracy of such adjustment. The provisions of this subparagraph will survive the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingTransferor and Transferee agree that, except as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Transferred Assets, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up with Transferor liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Transferee liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closingunits used to compute the item in question, but shall not be required to initiate legal proceedings in such attemptotherwise measured by calendar days): (i) Personal property, real property, occupancy and such collectionsother similar Taxes, if any, shall be accounted imposed on or with respect to the ownership or lease of the Transferred Assets for between Purchaser a taxable period that begins before and Seller ends after the Closing Date; (ii) Rent, Taxes and all other items (including prepaid services and goods not included in Inventory), in each case, payable by or to Transferor under any of the Transferor Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other utilities; (v) Insurance premiums paid on or with respect to the Reconciliation Date ownership, lease, maintenance or operation of the Transferred Assets to the extent payable under any policy or other arrangement included among the Transferor Agreements; and (hereinafter defined)vi) Prepaid operating and maintenance expenses. (b) On Transferor or Transferee, as the first business day immediately prior case may be, shall promptly reimburse the other Party or Parties that portion of any amount paid by such other Party or Parties to the day extent relating to the period for which Transferor or Transferee, as the case may be, is liable under Section 3.2(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.2(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the Closing Date, or date that the previously unavailable actual figures become available. Transferor and Transferee shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any eventorder to confirm all proration calculations made pursuant to this Section 3.2. Notwithstanding anything to the contrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 26 3.2 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing Tax refunds that are Excluded Assets under Section 14.(a), above, as to (a2.2(j) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Transferee pursuant to Section 32.(b)(ii) hereof6.3. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions ​ 6.2. 1Prorations. All income and expenses of this Section 14 the Property shall survive be apportioned as of 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and not be merged therein.being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day, except as provided in (a)(vi), below. ​ (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Such prorated items shall include the Property, prepaid rents and following: (i) any other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection income with the operation or maintenance of respect to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon on an operating statement updated not less than 1 day prior to the Closing Date; ​ (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; ​ (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior yearto the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; ​ (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; ​ (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; if the Existing Loan is not assumed by the Operating Partnership, amounts in such accounts and reserves shall be the Property of Contributor and not result in a reduction of the Contributor’s assessmentsTotal Consideration. ​ (vi) room charges for the night before the Closing Date and ending on the morning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and ​ (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. ​ (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; ​ (ii) Except as set forth provided in Section 14(b) hereinbelowthe following sentence, all such prorations will be final delinquent real estate taxes and not adjustable. No prorations assessments shall be made in relation paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to rents not collected as of any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall extent such amount has not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on been actually paid by the Reconciliation Date (hereinafter defined). (b) On Contributor. In the first business day immediately event that the Contributor has paid prior to the day which is sixty (60) days Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the ​ ​ re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), abovethe Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as to (a) any the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and all rents delinquent and unpaid on reassessment occurring as the result of the Closing Date and subsequently collected by Purchaserpursuant to this Agreement; ​ (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and (b) any savings resulting from any tax abatements on provide the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor with written evidence of the Property, Purchaser hereby agrees transfer at or prior to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will The Contributor shall be credited at Closing with the amount of entitled to recover any and all deposits held by any utility company as of the Closing Date; ​ (iv) The net proration credit to or charge against the Contributor on behalf account of Seller by utility companies with respect the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the Property.cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and ​ (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, the Operating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by adjusting the Series T Limited Units transferred to the Contributor. ​

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable itemsRents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases, all ad valorem as and when actually collected; real property taxes and assessments assessed against assessments; intangible and personal property taxes; all other income from the Property; water, prepaid rents sewer, electricity (to the extent payable by Seller) and all other expenses and fees utility charges; amounts payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseother agreements or documents; 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, 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 is responsible for the expenses of the day of Closing), on the basis of a 365-day year. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant shall specifically designate a payment as being attributable to, 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, all utilities servicing 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. 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 provided that Seller retains the right to collect any such rents and other sums due from tenants for periods prior to Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to s▇▇ for collection. 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 ninety (90) 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 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 (or, if applicable, fiscal) year, rather than on the amount of such expenses actually incurred by each party for such year, 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 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). 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). The amount of any dues and assessments of home or condominium owners’ associations, cash security deposits held by Seller under Leases shall be prorated between Purchaser credited against the Purchase Price (and Seller as shall be entitled to retain such cash security deposits). Seller shall execute and deliver documents reasonably required to transfer the benefit of such security deposits to Buyer. Seller shall receive credits at Closing for the amount of utility or other deposits with respect to the Property that are transferred to Buyer, if any. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing DateDate or in the case of rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated at the request of either Buyer or Seller being charged as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and credited 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. Upon request of either party, the parties shall provide a reasonably detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after Closing and to the manner in which such payments were applied, and shall make their books and records reasonably available for all inspection by the other party during ordinary business hours upon reasonable advance notice. Seller retains the right to pursue and control any tax appeals applicable to periods prior to the tax year of same up the Closing, and Buyer shall cooperate with Seller with respect to such date appeals at no cost or expense to Buyer. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller and Purchaser being charged relating to the period after Closing shall be for the account of Buyer. To the extent a party receives a refund belonging to the other party on account of the preceding sentence, the receiving party shall remit such refund (net of attorneys’ fees and credited for costs reasonably incurred in obtaining such refund) to the party entitled to such refund 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 costs incurred and recovered in connection therewith based on the portion of same on and after such datethe proceeds of any tax appeal recovery allocable to each party’s respective period of ownership of the Property. If the assessments for any such proratable items for proration at Closing of real property taxes varies from the year final determination of Closing have not yet been madereal property taxes when a final tax b▇▇▇ is rendered, then any such prorations shall be based upon at the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as written request of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit either party after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, the real property taxes shall be accounted for re-prorated between Purchaser and Seller on the Reconciliation Date (hereinafter defined)parties to properly reflect the amount of real property taxes actually payable or paid. (b) On Unless otherwise set forth herein, the first business day immediately prior closing costs associated with this transaction shall be paid as follows: Seller shall pay: (i) The documentary stamps and transfer taxes to be attached to the day Deed; (ii) Recording fees with respect to documents which is Seller elects to place of record in order to cure title objections raised by Buyer to the extent Seller elects to cure the same, as fully described in said Section 4.2; (iii) One-half of the Escrow Agent’s fees and costs; and (iv) Seller’s attorneys’ fees and costs. Buyer shall pay: (i) The recording fee required to record the Deed; (ii) Title charges including the cost of the Owner’s Title Insurance Commitment and Policy, including all search fees and premiums relating thereto; (iii) The cost of Survey ordered by Buyer; (iv) One-half of the Escrow Agent’s fees and costs; and (v) Buyer’s attorney fees. (c) Any percentage rent received by either party shall be prorated within sixty (60) days after receipt, based upon the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, tenant’s sales for the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay portion of the lease year allocable to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any ’s and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or Buyer’s respective ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At The provisions of this Section 8.5 shall survive the Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this All Taxes shall be prorated in accordance with Section 14 shall survive Closing 5(g)(2). Such Taxes, and not be merged therein. water and sewer charges, utility charges, governmental license fees, vehicle and special mechanical equipment licenses, deposits (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Propertydeposits on Contracts), advance or prepaid royalties, prepaid expenses and rents paid by any of the Companies to Persons other than Oxy or its Affiliates, and other expenses similar items referred to on Schedule 1(i), in each case paid prior to or after the Closing Date by means of estimated payments or otherwise and fees payable under any Leases on the Property, prepaid applicable to pre-Closing and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationspost-Closing periods, shall be prorated between Purchaser and Seller as of the Closing Dateand, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have if not yet been madeotherwise reflected in Consolidated Working Capital, then any such prorations shall be based upon added as part of Consolidated Working Capital to the extent paid prior year’s assessmentsto the Closing and related to a period after the Closing and subtracted from Consolidated Working Capital to the extent to be paid after the Closing and related to a period prior to the Closing. Except as set forth For prorated items of expense which should be paid in Section 14(b) hereinbelowadvance prior to the Closing, all Oxy shall cause the Companies to make such prorations will be final payments before Closing. For prorated items of expense which are paid in arrears on or after the Closing, Nabors shall cause the Companies to pay and not adjustabledischarge, in a timely manner, any amount so prorated. No prorations To the extent that a particular prorated item is disputed, such dispute shall be made in relation resolved pursuant to rents not collected as of Section 1(h). Oxy shall use reasonable efforts to arrange to have (i) meters for electricity, telephone, and gas and water read on the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs bills and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else statements rendered to the contrary in this Section 14Companies based on such readings. Each Party shall, if promptly upon receipt, deliver to the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership other Party copies of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and each relevant bill ▇▇ statement which may be in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyrecords.

Prorations. The provisions of this Section 14 shall survive Closing and not All matters involving prorations, credits or adjustments to be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred made in connection with the operation or maintenance Closing and not specifically provided for in another section of the Property under any Service Contracts or otherwise, including, without limitationthis Agreement shall be adjusted in accordance with this Section 4.2. Except as otherwise set forth herein, all utilities servicing items to be prorated pursuant to this Section 4.2 shall be prorated as of 11:59 P.M. on the day immediately preceding the Closing Date, with Purchaser to be treated as the owner of the Property, for purposes of prorations of income and any dues expenses, on and assessments after the Closing Date. Notwithstanding the foregoing, in the event that the Purchase Price is not disbursed to or as directed by Seller on or before 3:00 p.m. (eastern time) on the Closing Date, then, for purposes of home or condominium owners’ associationsthis Section 4.2, the Closing shall be prorated between deemed to have occurred on the next business day and all adjustments shall be recomputed accordingly. Except as otherwise set forth herein, all prorations shall be done in accordance with the customs with respect to title closings recommended by The Real Estate Board of New York, Inc. All prorations and closing payments shall be made on the basis of a Proration Statement (as hereinafter defined) approved in writing by Purchaser and Seller as hereinafter set forth. If, subsequent to the Closing, Seller or Seller’s managing agent receives any rental checks from any Tenants made payable to Seller which relate to the period subsequent to the Closing, Seller shall endorse such checks to the payment of Purchaser and promptly deliver the same to Purchaser. Not later than five (5) business days prior to the Closing Date, Seller being charged and credited for will deliver to Purchaser a proposed “Proration Statement” which shall contain per diem amounts of all of same up closing amounts to such date and Purchaser being charged and credited for all of same on and after such datebe prorated. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the Not later than three (3) business days prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make deliver to Seller a commercially reasonable attempt written statement of objection or agreement to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date Proration Statement. Not later than two (hereinafter defined). (b2) On the first business day immediately days prior to the day which is sixty (60) days after the Closing Date, or Purchaser and Seller shall meet for the purpose of agreeing to and finalizing the Proration Statement, each of Purchaser and Seller hereby agree to act reasonably and in good faith in such other date as may discussions and determinations. Any errors in apportionments pursuant to this Section 4.2 shall be agreed upon in writing corrected by appropriate re-adjustment between Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees subsequent to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on when the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs charge or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser error is determined. The following items shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.prorated:

Prorations. The provisions of this Section 14 shall survive Closing and All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not be merged therein. (a) At Closinglimited to, all normal and customarily proratable itemspersonal property taxes, including, without limitation, all ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the Purchased Assets, the Products or the Business for a taxable period which includes (but does not end on) the date hereof and assessments assessed against the PropertyClosing Date applicable to the exercise of any Option, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsas applicable, shall be prorated apportioned between Seller and Purchaser and Seller as of the Closing Date, Seller being charged date hereof and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing DateDate applicable to the exercise of any Option, but Purchaser shall make a commercially reasonable attempt to collect as applicable, based on the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings number of days in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately taxable period prior to the day which date hereof and the Closing Date applicable to the exercise of any Option, as applicable, (“Pre-Closing Period”) and the number of days in such taxable period including and following the date hereof and the Closing Date applicable to the exercise of any Option, as applicable, (“Post-Closing Period”). Seller shall be liable for the proportionate amount of such Taxes that is sixty attributable to the Pre-Closing Period applicable to a Product. Within ninety (6090) days after the date hereof and the Closing DateDate applicable to the exercise of any Option, or such other date as may be agreed upon in writing by applicable, Seller and Purchaser shall present a reimbursement to which each is entitled under this Section 3.3(c) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (in 10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any eventb▇▇▇ for personal property Taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Period applicable to a Product, and shall promptly deliver such b▇▇▇ to Purchaser who shall pay the same to the appropriate taxing authority; provided that if such b▇▇▇ covers the Pre-Closing Period applicable to a Product, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such b▇▇▇ that is attributable to the Pre-Closing Period applicable to a Product. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 3.3(c), the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the case may be, presentation of a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with statement setting forth the amount of any reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 3.3(c) and all deposits held on behalf not made within thirty (30) days of Seller by utility companies with respect delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the Propertyprovisions of Section 6621(a)(2) of the Code for each day until paid.

Prorations. The provisions Seller and the Buyer agree that all periodic expenses of this Section 14 shall survive operating the Branch prior to, on or after the Closing Date which are paid either by Seller before, or by Purchaser after, the Closing Date but which payments cover a period of time both before and after the Closing Date, including but not be merged therein. (a) At Closinglimited to, all normal state and customarily proratable itemslocal personal property taxes, includingexpenses for utilities, without limitationtelephone, all ad valorem taxes rent, and assessments assessed against payments in respect of the Propertycontracts, prepaid rents commitments and agreements referred to in section 2.2 hereof, but excluding wages, salaries, accrued vacations and other expenses employee expenses, shall, to the extent possible, be determined and fees payable under any Leases on prorated as of the Property, prepaid and accrued but unpaid expenses incurred Closing Date in connection with the operation Initial Determination, or maintenance the Independent Accounting, if necessary. To the extent that such expenses are not capable of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be being prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been madeexpenses shall, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty extent possible, be prorated by the Buyer and the Seller within thirty (6030) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects Date and: (i) net adjustments all such expenses paid by the Seller on or prior to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and attributable to the operation of the Branch after the Closing Date (b) including any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred payments by the challenging party Seller in that regardrespect of any of the contracts, commitments and agreements referred to in section 2.2 hereof) shall be paid within ten (10) days after notice from the Seller to the Buyer of the amount thereof not prorated as of the Closing Date in connection with the Initial Determination, or the Independent Accounting, if necessary and (ii) any costs all such expenses unpaid at the Closing Date and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else attributable to the contrary operation of the Branch on or prior to the Closing Date (including any payments by the Buyer in this Section 14respect of any of the contracts, commitments and agreements referred to in section 2.2 hereof) shall be paid within ten (10) days after notice from the Buyer to the Seller of the amount thereof not prorated as of the Closing Date in connection with the Initial Determination, or the Independent Accounting, if necessary. The Buyer shall, after the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e.Closing, "roll-back" taxes) based upon a change in land usage or ownership of hold the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from any liability on account of and against all claims shall pay to the Seller, within ten (10) days after notice from the Seller to the Buyer of the amount thereof, any payments by the Seller on account of any amounts to be paid by the Buyer pursuant to clause (i) of the immediately preceding sentence, and liability for such taxes. (d) At the Seller shall, after the Closing, hold the Buyer harmless from any liability on account of and shall pay to the Buyer, within ten (10) days after notice from the Buyer to the Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with of the amount thereof, any payment by the Buyer on account of any and all deposits held on behalf amounts to be paid by the Seller pursuant to clause (ii) of Seller by utility companies with respect the immediately preceding sentence. The party making any such request for reimbursement pursuant to the Propertyprovisions of this section 8.3.3 shall be assumed to have made such payment to the ultimate recipient of each such prorated payment.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to the Letter Agreement, all normal the items described below with respect to each Property shall be apportioned between Seller and customarily proratable itemsPurchaser and shall be prorated on a per diem basis as of 11:59 p.m. of the day before the Closing Date: (i) annual rents, other fixed charges (including prepaid rents), unfixed charges and additional rents (including, without limitation, all ad valorem taxes on account of taxes, ▇▇▇▇▇▇’▇ wage, electricity and assessments assessed against percentage rent), in each case paid under the PropertyLeases (it being agreed that any such amounts not paid prior to the Closing Date shall not be apportioned but shall be dealt with in accordance with the provisions of Section 2.6); (ii) amounts payable under the Contracts to be assigned to Purchaser; (iii) real estate taxes, prepaid rents vault taxes, water charges and sewer rents, if any, on the basis of the fiscal year for which assessed, to the extent not paid or payable directly to such applicable government authority or utility by any Tenant under its Lease; (iv) fuel, electric and other expenses utility costs, to the extent not paid or payable directly to such applicable government authority or utility by any Tenant under its Lease; (v) payments of interest on any Loan Asset actually made for the month in which the Closing occurs as well as payments of accrued and fees unpaid interest and other sums and charges due and payable under any Leases on the PropertyLoan Assets in respect to periods prior to Closing for which the Applicable Party shall receive a credit at Closing. Reserve accounts and prepaid interest for periods subsequent to the Closing actually paid, prepaid and accrued but unpaid expenses incurred if any, in connection with each Loan Asset sold shall be assigned by the operation Applicable Party to Purchaser at Closing without representation, warranty or maintenance recourse; (vi) assessments, if any, to the extent not paid or payable directly by any Tenant under its Lease, provided, however, that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements shall be paid by Seller or the Applicable Party if due and payable prior to the Closing and by Purchaser if due and payable subsequent to the Closing; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located; and (x) Rent abatements, free rent and rent concessions, if any, payable under or in respect of any Service Contracts and all Leases entered into at any time prior to the Closing shall be and are hereby expressly assumed by, Purchaser. All leasing brokerage commissions (or otherwiseunpaid installments thereof) due and payable under or in respect of any renewal, includingextension or expansion option provided for in any Lease shall be allocated to, without limitationand are hereby expressly assumed by, Purchaser. After Closing the parties agree to reconcile the amounts of all leasing brokerage commissions, all utilities servicing tenant improvement allowances, all tenant improvement work, all development costs and all capital improvements undertaken with the Property, respect to the Assets after the date hereof and agree to reapportion any dues and assessments of home amounts owed between the parties pursuant to this Section or condominium owners’ associations, shall be prorated between Purchaser and Seller as of pursuant to the Closing DateLetter Agreement. If any amounts are payable hereunder or under the Letter Agreement after Closing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of agree that the party that owes such amount shall remit the same on and promptly after such datea final determination has been made. If the assessments parties can not agree on a final determination the parties agree that the dispute shall be submitted to an Expedited Arbitration Proceeding. (xi) Purchaser shall receive a credit at Closing equal to the amount of principal, if any, repaid in reduction of the outstanding principal balance of any Loan Asset between the date hereof and Closing. [LI and RSVP only] (xii) Purchaser shall receive a credit at Closing equal to the outstanding principal balance of any Existing Debt encumbering the Assets actually purchased by Purchaser or a designee, but not for any such proratable items capitalized interest, default interest, sums and other charges due and owing. Accrued and unpaid interest on the Existing Debt in respect of the month of Closing shall be apportioned and prorated on a per diem basis as required pursuant to clause (a) above. The Applicable Parties shall receive a credit for the amount in any reserves under such Existing Debt and Purchaser shall have all right title and interest to such reserves. (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Seller and Purchaser shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing have Date occurs. (c) If there is a water or other utility meter(s) on a Property, Seller shall or shall cause the Applicable Party to furnish a reading to a date not yet been mademore than thirty (30) days prior to the Closing Date and the unfixed meter charge and the unfixed sewer rent, then any if any, based thereon for the intervening time shall be apportioned on the basis of such prorations last reading. If Seller or the Applicable Party cannot readily obtain such a current reading, the apportionment shall be based upon the prior year’s assessments. Except as set forth in Section 14(bmost recent reading. (d) hereinbelowAt the Closing, all such prorations will be final and not adjustable. No prorations shall be if Purchaser elects to take an assignment of any utility deposit made in relation to rents not collected as of by Seller or the Closing DateApplicable Party with any utility company, but then Purchaser shall make a commercially reasonable attempt reimburse Seller for such utility deposit and Seller shall or shall cause the Applicable Party to collect the same for Seller's benefit after Closing, but shall not execute such documents as may be required to initiate legal proceedings assign its rights in such attempt, deposits to Purchaser and provide such collectionsutility companies with notice of such assignment, if any, necessary (in each case in form and substance reasonably satisfactory to Purchaser). Any utility deposits not so assigned to Purchaser shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)refunded to Seller. (be) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser shall prepare an agreement (in any event, the “Reconciliation DateProration Agreement”), ) setting forth on a Property-by-Property basis in reasonable detail the prorations described in this Section 2.5 and stating the net amount owed to Seller hereby agrees to cause to be paid to or Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment on account thereof. Seller and Purchaser shall execute and deliver the Proration Agreement as provided in an amount Section 2.4. (f) If any of the items described above cannot be apportioned at the Closing because of the unavailability of the amounts which reflects (i) net adjustments are to any prorations made be apportioned or otherwise, or are incorrectly apportioned at Closing under Section 14.(a)the Closing, aboveor subsequent thereto, such items shall be apportioned or reapportioned, as to (a) any and all rents delinquent and unpaid on the case may be, as soon as practicable after the Closing Date and subsequently collected by Purchaseror the date such error is discovered, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofas applicable. (cg) Notwithstanding anything else With respect to Sold Equity Interests, the contrary parties shall make the adjustments in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies 2.5 only with respect to the PropertyApplicable Party’s percentage ownership interest in the applicable subsidiary. (h) The provisions of this Section 2.5 shall survive the Closing.

Prorations. The (a) Subject to the other provisions of this Section 14 8.5, the following matters and items shall survive Closing be prorated and not be merged therein. (a) At Closingapportioned between the parties hereto, all normal and customarily proratable itemsor, includingwhere applicable, without limitationcredited in total to a particular party, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases as of 11:59 pm on the Propertyday before the Closing Date (the “Cut Off Time”), prepaid with net credits, whether in favor of Buyer or Seller, to be settled in cash at the Closing; and accrued but unpaid expenses incurred for purposes of calculating prorations, (i) Seller shall be deemed to be in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing title to the Property, and any dues therefore entitled to the income therefrom and assessments of home or condominium owners’ associationsresponsible for the expenses thereof up to the Cut Off Time, and Buyer to be in title to the Property on and after the Cut Off Time, and (ii) all prorations shall be made on the basis of the actual number of days of the year and month that have elapsed as of the Closing Date. (b) Rents that have been collected for the month of the Closing will be prorated between Purchaser at the Closing, effective as of the date of the Closing. Not less than five (5) business days prior to Closing, Seller shall furnish to Buyer a schedule of all rents from Tenant which are then due and Seller payable but which have not been collected. With regard to due and payable rents that are uncollected as of the Closing Date, Seller being charged (i) no proration will be made at the Closing, (ii) Buyer shall make a reasonable effort after the Closing to collect the rents in the usual course of Buyer’s operation of the Property, and credited for (iii) Buyer shall apply all of same up rents collected (A) first to such date and Purchaser being charged and credited for all of same on the then-current month’s rental obligation due from Tenant, (B) then second towards any delinquent amounts relating to the period from and after such datethe Closing Date, and (C) then third towards delinquent rents owed to Seller with respect to the period prior to the Closing Date. If It is further agreed, however, that Buyer will not be obligated to institute any lawsuit or other collection procedures to collect uncollected rents, and Seller shall not be entitled to s▇▇ the assessments Tenant to collect same. Notwithstanding any of the foregoing provisions to the contrary, rents collected by Buyer after the Closing Date applicable to the month of Closing and to which Seller is entitled shall be promptly paid to Seller, and any rents received by Seller after the Closing Date applicable to the month of Closing and to which Buyer is entitled, shall be promptly paid to Buyer. There are no common area maintenance expenses, administrative fees, insurance costs and property management fees payable to Seller by Tenant under the Lease. There is no security deposit made or required to be made by Tenant under the Lease. (c) There shall be no proration of real estate taxes as Tenant pays real estate taxes directly to the applicable governmental authority and has paid the first installment of 2019 real estate taxes payable in 2020. (d) Buyer shall pay the following costs of closing this transaction: (1) Any and all expense(s) incurred by Buyer or its representative(s) in inspecting or evaluating the Property, except as otherwise expressly provided in this Agreement; (2) The cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any such proratable items cancellation charge(s) imposed by the Title Company in the event a Title Policy is not issued, unless caused by default of Seller hereunder; (3) Any and all recording fees for the year Deed; (4) One-half of Closing have any and all escrow fees associated with the purchase and sale transaction contemplated herein, and all escrow fees associated with Buyer’s financing, if any; and (5) The fees and disbursements of Buyer’s counsel. (e) Seller shall pay the following costs of closing the transaction: (1) One-half of any and all escrow fees; (2) Any and all state and county real estate transfer, stamp or documentary taxes; (3) All title charges and the cost of the Title Policy, excepting the cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by the Title Company in the event a Title Policy is not yet been madeissued, then any such prorations shall be based upon unless caused by default of Seller hereunder; (4) Subject to Section 4.1(a), all costs relating to the prior year’s assessments. Survey; (5) Except as set forth in Section 14(b8.5(d)(3) hereinbelowabove, any and all such prorations will be final recording fees; and (6) The fees and not adjustable. No prorations shall be made in relation to rents not collected as disbursements of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)’s counsel. (bf) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if 8.5 shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesClosing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseshall be apportioned as of 12:01 a.m. EST on the Closing Date, including, without limitation, with the Operating Partnership being deemed to be the owner of the Property during the 23 entire day on which the Closing Date occurs and being entitled to receive all utilities servicing revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) Such prorated items shall include the following: (i) any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of other income with respect to the Property received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon on an operating statement updated not less than 1 day prior to the Closing Date; (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior yearto the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; (vi) room charges for the night before the Closing Date and ending on the morning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s assessments. Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as set forth provided in Section 14(b) hereinbelowthe following sentence, all such prorations will be final delinquent real estate taxes and not adjustable. No prorations assessments shall be made in relation paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to rents not collected as of any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall extent such amount has not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on been actually paid by the Reconciliation Date (hereinafter defined). (b) On Contributor. In the first business day immediately event that the Contributor has paid prior to the day which is sixty (60) days Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.24

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Purchased Assets that are attributable to a period commencing prior to the Closing Date and terminating on or after the Closing Date, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but expressly excluding Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closing, but shall not be required units used to initiate legal proceedings compute the item in such attemptquestion, and such collectionsotherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, shall be accounted for between Purchaser on or with respect to the ownership, lease, maintenance or operation of the Purchased Assets; (ii) Rent and all other items (including prepaid services), in each case, payable by or to Seller on under any of the Reconciliation Date Seller's Agreements assigned to and assumed by Buyer hereunder; and (hereinafter defined)iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.6(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.6(a), if actual amounts are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party, if practicable, on the date of the payment of the Closing Adjustment Amount pursuant to Section 3.4(c) or otherwise within sixty (60) days after the Closing Date, or date that the previously unavailable actual amounts become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any eventorder to confirm all proration calculations made pursuant to this Section 3.6. Notwithstanding anything to the contrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.6 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, as to (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.7(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The following shall be prorated between Buyer and Seller as of 12:01 A.M. on the Date of Occupancy, on the basis of the actual number of days during the month in which the Date of Occupancy occurs: utility charges, and rents. Delinquent rent shall not be prorated by Escrow Agent unless collected prior to Closing. In addition to the foregoing apportionments, Seller shall receive all other income accrued (including without limitation delinquent rent collected after Closing), and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property before the Date of Occupancy, and Buyer shall receive all other income accruing, and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property on or after the Date of Occupancy. Notwithstanding anything to the contrary in this paragraph, there shall be no proration of any amount received by Seller before the Date of Occupancy in connection with service contracts. With respect to the proration of real property taxes and special assessments (“Taxes”), the parties acknowledge and agree that (a) if the Closing occurs prior to the date that 2006 taxes are paid, then the proration of Taxes shall be based on the 2006 tax b▇▇▇ and shall be prorated as of the Closing Date taking into account the maximum allowable discount for early payment and all amounts paid under paragraph 6(b) of the Occupancy Agreement, and (b) if the Closing occurs following the date that 2006 taxes are paid, then there shall be no proration of Taxes. Buyer and Seller shall use their best efforts to complete all income and expense reconciliation to be performed outside of Escrow as soon as possible after Closing; provided, however that the parties agree that they shall reprorate Taxes and all items of income and expense within thirty (30) days following written demand by the other party. The provisions of this Section 14 10 shall survive Closing and not be merged thereinthe Closing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 Closing prorations shall survive Closing be calculated and not be merged therein.implemented by Buyer and Seller as follows: (a) At Closing7.1.1 Subject to Paragraphs 8.1.2 through 8.1.3, all normal and customarily proratable itemsexpenses, includingexpense recoveries, without limitationutility charges, all ad valorem taxes and assessments assessed against the Propertyreal property taxes, prepaid rents assessments, maintenance charges, and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the costs for each Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of midnight of the day prior to the Closing Date (based on the periods to which they relate and are applicable, and regardless of when payable). Revenues generated by Seller at the Data Center from Seller’s customers at all times up until the day prior to the Closing Date belong solely to Seller and shall not be prorated. 7.1.2 If Seller has engaged consultants for the purpose of protesting the amount of taxes or the assessed valuation for certain tax periods for the Property (“Protest Proceedings”) any cash refunds or proceeds actually distributed, after deduction of costs and expenses incurred for such Protest Proceedings and any sums owing to third parties as a result of such Protest Proceeding, (collectively, “Cash Refunds”) shall be: (i) the property of Seller to the extent such Cash Refunds were for taxes paid by Seller applicable to a period prior to the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(iithe property of Buyer for taxes for a period after the Closing Date. To the extent either party obtains a Cash Refund, a portion of which is owed to the other party, the receiving party shall deliver the Cash Refund to the other party within five (5) hereofbusiness days of its receipt. 7.1.3 If any errors or omissions are made regarding adjustments and prorations, the parties shall make appropriate corrections promptly upon the discovery thereof. If any estimations are made at the Closing regarding adjustments or prorations, the parties shall make the appropriate corrections promptly when accurate and complete information becomes available. Any corrected adjustment or proration shall be paid in cash to the appropriate party within five (c5) business days of the correction or adjustment. Notwithstanding anything else to the contrary in this Section 14Paragraph, if the Property has been assessed for property tax purposes at such rates as would result in reassessment any right to a correction or adjustment shall terminate one (i.e., "roll-back" taxes1) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees year after Closing; except with regard to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesany Cash Refunds received with regard to any Protest Proceedings. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all All normal and customarily proratable items, including, without limitation, all ad valorem taxes rents, operating expenses and assessments assessed against the Propertyleasing commissions, prepaid rents and other expenses and fees payable under fees, and payments relating to any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of agreements affecting the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing which survive the Property, and any dues and assessments of home or condominium owners’ associationsClosing, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to such date and Purchaser being charged the Closing Date (and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and amounts paid by Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior attributable to the day which is sixty (60) days period on or after the Closing Date, or such other date as may be agreed upon in writing by Seller ) and Purchaser (in any eventbeing responsible for, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, and credited or Purchaser hereby agrees to pay to Sellercharged, as the case may be, a payment in an amount which reflects (i) net adjustments for all of same attributable to any prorations made at Closing under Section 14.(a), above, as to (a) any the period on and all rents delinquent and unpaid on after the Closing Date Date. All unapplied Deposits under Tenant Leases, if any, shall be transferred by Seller to Purchaser at the Closing. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or install- ments of assessments, such proration shall be based upon the assessed valuation and subsequently collected by Purchasertax rate figures for the year in which the Closing occurs to the extent the same are available; provided, and that in the event that actual figures (b) any savings resulting from any tax abatements on whether for the assessed value of the Property or for the tax rate) for the year of Closing resulting are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraph. The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a challenge brought by either period (the "Proration Period") from the Closing Date until one hundred twenty (120) days after the Closing Date. Neither party hereto and shall have the costs right to require a recomputation of a Closing proration or expenses incurred by a correction of an error or omission in a Closing proration unless within the challenging party in that regardProration Period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else has given notice thereof to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon other party together with a change in land usage or ownership copy of its good faith recomputation of the Property, Purchaser hereby agrees proration and copies of all substantiating information used in such recomputation. The failure of a party to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver obtain any previously unavailable information or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within the PropertyProration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. The provisions 8.5.1 Rentals (including all pre-paid rent), revenues, and other income, if any, from the Property; taxes, assessments and improvement bonds (on the basis of this Section 14 each such item's current tax fiscal year of closing); service or other contract fees; interest due and payable under any Loan Obligations assumed by Buyer; an amount to Seller equal to the balance of any escrow, impound or reserve accounts held by the holder of any Loan Obligations assumed by Buyer which will inure to the benefit of Buyer; all utility deposits, if any; and other expenses affecting the Property shall survive be prorated between Buyer and Seller as of the Closing Date; provided, however, that Seller 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 not owing from Tenants occupying a portion of the Property on the Closing Date; and provided further, that Buyer shall be merged therein. (a) At 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, Buyer 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, Seller 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 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 by the 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 by cash payment to the party entitled thereto so that Seller shall have borne all normal and customarily proratable itemsreal property taxes, including, without limitation, all ad valorem taxes supplemental taxes, allocable to the period prior to the Closing and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseBuyer shall bear all real property taxes, including, without limitation, all utilities servicing supplemental taxes, allocable to the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on period from and after such datethe Closing. If any expenses attributable to the assessments for any such proratable items for Property and allocable to the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately period prior to the day which is sixty (60) days Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing Dateby cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 8.5 shall survive the Closing for a period of one (1) year. 8.5.2 Fifteen (15) days prior to the Closing, or such other date as may be agreed upon in writing by Seller Escrow Agent shall deliver to each of the parties for their review and Purchaser approval a preliminary closing statement (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects "PRELIMINARY CLOSING STATEMENT") setting forth (i) net adjustments the proration amounts allocable to any prorations made at Closing under each of the parties pursuant to this Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard8.5, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14Closing Costs. Based on each of the party's comments, if any, regarding the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e.Preliminary Closing Statement, "roll-back" taxes) based upon a change in land usage or ownership of Escrow Agent shall revise the Property, Purchaser hereby agrees to pay all such taxes Preliminary Closing Statement and Purchaser shall and does hereby indemnify and save Seller harmless obtain from and against all claims deliver to Seller and liability for such taxes. (d) At Buyer, at the Closing, Seller willa final, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering signed version of a closing statement (the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property"CLOSING STATEMENT").

Prorations. The provisions All income and expenses of this Section 14 the Property shall survive be apportioned as of 12:01 a.m. local time at the Property on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and not be merged thereinbeing entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Such prorated items shall include the Property, prepaid rents and following: (i) any other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection income with the operation or maintenance of respect to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon the on an operating statement updated not less than 1 day prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect ; (ii) taxes and assessments (including personal property taxes on the same Fixtures and Personal Property) levied against the Property; (iii) utility charges for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionswhich the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; ​ ​ (v) credit shall be accounted given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; (vi) any other operating expenses or other items pertaining to the Property which are customarily prorated between Purchaser a transferor and Seller on transferee of real estate in the Reconciliation Date (hereinafter defined)county in which the Property is located. (b) On Notwithstanding anything contained in this Section 6.2.1, the first business day immediately following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the day which is sixty (60) days Closing Date, to the extent such amount has not been actually paid by the Contributor. In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), abovethe Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as to (a) any the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and all rents delinquent and unpaid on reassessment occurring as the result of the Closing Date and subsequently collected by Purchaserpursuant to this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and (b) any savings resulting from any tax abatements on provide the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor with written evidence of the Property, Purchaser hereby agrees transfer at or prior to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will The Contributor shall be credited at Closing with the amount of entitled to recover any and all deposits held by any utility company as of the Closing Date; (iv) The net proration credit to or charge against the Contributor on behalf account of Seller by utility companies with respect the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the Propertycash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, the Operating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s ​ ​ ​ acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and final.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closingthe Closing and for the billing period in which the Effective Time occurs, all normal expenses and customarily proratable itemsincome arising from the conduct of the business of the Facility in the ordinary course, including, without limitation, all ad valorem taxes and assessments assessed against the Propertypatient care revenue, prepaid rents and other trade payables, telephone expenses and fees payable under utility charges, real and personal property Taxes attributable to the Facility, including any Leases on such items held in escrow (all such income and expenses to be referred to herein as the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations“Prorated Items”), shall be prorated apportioned between Seller and Purchaser and Seller as of the Closing DateEffective Time, it being the agreement of the Parties that Seller being charged shall be entitled to and credited responsible for all revenue, expenses and similar obligations arising from the operation of same up the Facility on or prior to such date the Effective Time and Purchaser being charged shall be entitled to and credited responsible for all revenue, expenses and similar obligations arising from the operation of same on the Facility after the Effective Time, except, in each case, as otherwise expressly set forth herein. This provision shall be implemented by Purchaser or Seller, as the case may be, remitting to the other any invoices for Prorated Items that it receives that reflect a service date for which the other Party is responsible and after such date. If the assessments for any such proratable items by Seller or Purchaser, as applicable, assuming responsibility for the year payment of Closing have not yet been made, then any such prorations shall invoices for Prorated Items that reflect a service date for which it is responsible with any overage or shortage in payments by either Party to be based upon the prior year’s assessments. Except adjusted and paid as set forth provided in Section 14(bSections 10(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter definedc). (b) On All such prorations shall be made on the first business day immediately basis of actual days elapsed in the relevant accounting, billing or revenue period and shall be based on the most recent information available to Seller. Utility charges which are not metered and read for the Closing shall be estimated based on prior charges, and shall be re-prorated upon receipt of statements therefor. (c) To the extent possible and based on reasonable estimates, the Parties shall make all prorations at the Closing. All amounts owing from one Party hereto to the day which is other Party hereto that require adjustment after the Closing shall be settled within sixty (60) days after the Closing DateDate or, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as event the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability information necessary for such taxesadjustment is not available within said sixty (60) day period, then as soon thereafter as practicable. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit All prorations to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited made at Closing with shall be effected through adjustment of the amount of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyPurchase Price.

Prorations. The (a) Purchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all of the prepaid items (excluding all Taxes other than Property Taxes) incurred by Seller prior to the Closing Date but on account of periods both prior to and following the Closing Date, that were incurred in the ordinary course of the conduct of the Business and operation of the Project consistent with past practice and the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsAgreement, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Project Contracts or this Agreement, with Seller being charged and credited liable to the extent such items relate to any time periods (Tax year periods for all of same up Property Tax) ending on or prior to such date the Closing Date, and Purchaser being charged liable to the extent such items relate to periods (Tax year periods for Property Tax) after the Closing (measured in the same units used to compute the item in question and credited for all of same on and after such date. If otherwise measured by calendar days), provided that, notwithstanding anything to the assessments for contrary herein, Purchaser shall not pay any such proratable items for amount under this Section 3.4 that constitutes an Excluded Liability. (b) In connection with the year of prorations referred to in Section 3.4(a), in the event that actual figures are not available at the Closing have not yet been madeDate, then any such prorations the proration shall be based upon the prior year’s assessmentsapplicable amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations All prorated amounts shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, recalculated and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior paid to the day which is sixty appropriate Party within thirty (6030) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Purchaser shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal Any real and customarily proratable items, including, without limitation, all personal property taxes and ad valorem taxes with respect to the Site and assessments assessed against the PropertyFacility for any taxable period commencing prior to the Closing Date and ending after the Closing Date shall be apportioned on a per diem basis between (i) the period commencing on the initial day of such taxable period and ending one day prior to the Closing Date ("Pre-Closing Taxes"), prepaid and (ii) the period commencing on the Closing Date and ending on the last day of such taxable period ("Post-Closing Taxes"). On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) calendar days thereafter, Pre-Closing Taxes and Post-Closing Taxes, local business or other license fees or taxes, rents under the Leases assumed by Purchaser, merchants' association dues and other expenses similar periodic charges payable with respect to the Site and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Facility shall be prorated between Purchaser and Seller effective as of the Closing Date, Seller being charged . A preliminary and credited for estimated proration schedule reflecting all of same up to such date and Purchaser being charged and credited for all of same on and after such dateproration items is attached hereto as Schedule 5.18. If any of the assessments for any such proratable items real property or personal property tax rates for the current tax year of are not established by the Closing have not yet been madeDate, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made on the basis of the rate in relation to rents not collected as effect for the preceding tax year, and such proration shall be adjusted upon presentation of written evidence by Purchaser that the actual taxes paid differ from the amount used on the Closing Date, but . Any payment by Seller or Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, by this Section 5.18 shall be accounted for between Purchaser and Seller on made within five (5) days after a mutually acceptable determination of the Reconciliation Date (hereinafter defined)amount due. (b) On Seller shall use reasonable commercial efforts to have (i) meters for electricity, telephone, gas and water read as of the first opening of business day immediately prior to the day which is sixty (60) days after on the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs bills rendered to Seller based on such readings. Seller shall cooperate with Purchaser in arranging for the transfer of such services. To the extent such meter readings are not taken on the Closing Date or are not used as the basis for calculating all charges applicable on such date, such electricity, telephone, gas and expenses incurred by water utility charges shall be pro-rated as of the opening of business on the Closing Date between Purchaser under Section 32.(b)(ii) hereof. and Seller effective as of the Closing (c) Notwithstanding anything else based on the number of days in applicable pre-Closing and post-Closing periods). Seller shall deliver to Purchaser copies of each relevant bill ▇▇ statement to the contrary in extent relating to the proration obligations under this Section 14, if 5.18. Any dispute over utility or any other prorations shall be resolved in the Property has been assessed for property tax purposes at such rates as would result manner set forth in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership the last two sentences of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesSection 2.04(a). (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Except as otherwise set forth in Section 14 shall survive Closing 2.3, prorations ---------- relating to the Transferred Assets (including, but not limited to, personal property, real estate, occupancy and not other similar property taxes, and utilities and related matters) will be merged therein. (a) At made as agreed by the parties to the extent possible at the Closing, all normal with the Companies liable to the extent such items relate to any time period on or prior to the Closing Date and customarily proratable itemsPurchasers shall be liable to the extent any such item relates to periods from and after the Closing Date. In the event that the amount of any of such items is not known at the Closing, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on proration shall be made as soon as possible after the Property, prepaid and accrued but unpaid expenses incurred in Closing by settlement payments between the parties. In connection with the operation or maintenance proration of the Property under any Service Contracts or otherwiseboth real and personal property ad valorem taxes, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items if actual tax figures for the year of Closing have are not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of available at the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, an estimated proration of taxes shall be accounted for between Purchaser and Seller on made using tax figures from the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Datepreceding year; however, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property when actual taxes for the year of Closing resulting are available, a corrected proration of taxes shall be made. If such taxes for the year of Closing increase over those for the preceding year, the Companies or Parent shall pay to Purchaser a prorata portion of such increase, computed to the Closing Date, and conversely, if such taxes for the year of Closing decrease from those of the preceding year, Purchaser shall pay to Seller a challenge brought prorata portion of such decrease, computed to the Closing Date, any such payment to be made within ten (10) days after notification by either party hereto that such adjustment is necessary. The Companies shall, on or before the Closing Date, furnish to Purchaser and the costs or expenses incurred by Title Company all information necessary to compute the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary prorations provided for in this Section 14, if the Property has been assessed section. In no event shall Purchaser assume any liability with respect to any subsequent assessment of ad valorem taxes for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a years prior to Closing due to any change in land the usage or ownership of the any Real Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to any such assessment, such assessment shall be the Propertysole responsibility of the Companies from which the Companies shall indemnify, defend and hold Purchaser fully harmless. This covenant shall not merge with the special warranty deeds to be delivered at Closing but shall survive the Closing.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to this Section 9 below, all normal revenues and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against expenses of the Property, prepaid rents including without limitation real property taxes, special taxes, assessments (if any) shall be prorated and other expenses apportioned between Buyer and fees payable under any Leases Seller as of 12:01 a.m. on the PropertyClosing Date, prepaid and accrued but unpaid so that Seller bears all expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing respect to the Property, and has the benefit of all income with respect to the Property, through and including the date immediately preceding the Closing Date, and Buyer bears all expenses with respect to the Property, and has the benefit of all income with respect to the Property on and after the Closing Date. If any dues portion of the Property is affected by any assessment or other charge, whether for taxes or bonds, or interest thereon, which is or may become payable in installments, and assessments an installment payment of home or condominium owners’ associationssuch assessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received for the Property, then such installment shall be prorated between Purchaser and Seller as of the Closing Date; and if any such assessment or other charge is not payable in installments or are not billed as part of the annual ad valorem property tax ▇▇▇▇ for the Property, shall be paid in full (if any) by Seller at the Closing. Notwithstanding the foregoing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, solely responsible for clearing all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionspossessory interest taxes, if any, shall from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax ▇▇▇▇ will be accounted for between Purchaser and Seller on made by the Reconciliation Date (hereinafter defined)parties outside of this Escrow within the time required by Section 9(b) below. (b) On Subject to Section 9(a) above, if any of the first business day immediately prior items to be prorated as of Closing cannot be finally determined as of Closing, the day which is sixty prorations shall be made at Closing based on the last available information, and post-closing adjustments between Buyer and Seller shall be made within twenty (6020) days after the Closing Date, or such other date as may be agreed upon in writing by Seller that the actual amounts are determined and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as owing party is provided with notice of the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaserdue, and if payment is not made within this twenty (20) day period the party owing such sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from date of delivery of the notice of amount due to the date of payment. This subsection (b) any savings resulting from any tax abatements on shall survive the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Except as set forth herein, the Seller shall pay for all tenant improvement costs, leasing commissions and Tenant Inducements for leases executed prior to the Closing, all normal and customarily proratable items. Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant Leases or licenses, including without limitation telecommunications licenses, all ad valorem as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); rents payable by the Seller on the Ground Leases, interest payable under the Loans, real property taxes and assessments assessed against assessments; water, sewer and utility charges; personal property taxes, if any; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the Propertybasis of the period covered); any other expenses of the operation and maintenance of the Properties; and the above market portions of tenant improvement costs and leasing commissions related to the Properties in the event the parties, prepaid in their sole discretion, agree in writing, after written prior notice thereof from the Seller to the Buyer, that any such tenant improvements or leasing commissions are for amounts that are above market rates, shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by the Buyer from tenants after the Closing shall be promptly paid to the Seller to the extent of any rents and other expenses and fees payable under any Leases on the Propertysums which were delinquent at Closing, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, first applying all such prorations will be final and not adjustableamounts collected to current obligations. No prorations The Buyer shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially use reasonable attempt efforts to collect the same for Seller's benefit after Closing, such delinquent rents but shall not be required obligated to initiate expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. The Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that the Seller shall use personnel independent of any personnel who may be performing management services for the Buyer to do so and provided that the Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such attemptleased premises. The amount of any security deposits (but not letters of credit in lieu thereof, and such collections, if any, which shall be accounted for between Purchaser transferred by the Seller in accordance with the provisions of Section 7.5(b) below) under tenant Leases shall be credited against the Purchase Price and the Buyer shall assume all liabilities thereunder. The Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made shall receive credits at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all utility or other deposits held on behalf of Seller by utility companies with respect to the Property.Properties, in which case all such deposits for which the Seller receives credit shall remain in place for the benefit of the Buyer and the Seller shall execute and deliver such documents as shall be necessary to assign such deposits to the Buyer. The Buyer shall use reasonable efforts to cause all utilities and letters of credit to be transferred into the Buyer's name and account at the

Prorations. The provisions Purchaser and the Seller hereby agree as follows with regard to prorations applicable to the consummation of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, the transactions contemplated hereby. The parties agree that all normal and customarily proratable itemsoperational expenses incurred directly in the operation of the Business, including, without limitation, all ad valorem taxes and assessments assessed against utility bills, the Propertyexpense of supplies, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance expense of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyfuel, and any dues and assessments of home or condominium owners’ associationsthe like, shall be prorated between Purchaser the parties as of the Closing Date, and as of such date shall become the obligation and responsibility of the Purchaser. Prorations which are to be effected on the Closing Date shall be made on the Closing Date or, if such prorations cannot reasonably be made as of the Closing Date, as soon thereafter as possible and "as of" the Closing Date. In addition, all pre-paid expenses shall be prorated between the parties as of the Closing Date. The Purchaser, as of the Closing Date, shall pay such amounts as may be required to replace all deposits held with the suppliers of utilities to the Business, and to assist the Seller as may be reasonably required in obtaining a return of such deposits put in place by the Seller as of the Closing Date, Seller being charged . All personal property taxes and credited for all of same up special and general assessments relating to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Assets shall be based upon prorated by the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected parties as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and all such taxes applicable to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately periods of time prior to the day which is sixty (60) days after Closing Date shall be the Closing Datesole obligation, or such other date as may be agreed upon in writing by Seller responsibility and Purchaser (in any eventexpense of the Seller, the “Reconciliation Date”), Seller hereby agrees to cause to and shall be paid by the Seller. All such assessments and taxes applicable to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on periods following the Closing Date shall be the sole obligation, responsibility and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership expense of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesPurchaser. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 SELLER shall survive Closing be entitled to all income earned or accrued, and not shall be merged therein. (a) At Closingresponsible for all liabilities and obligations incurred or payable, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts S. E. USA BUSINESS through the close of business on the Closing Date. The BUYER shall be entitled to all income earned or otherwise, including, without limitation, all utilities servicing the Propertyaccrued, and any dues and assessments of home or condominium owners’ associations, shall be prorated responsible for all liabilities incurred or payable, in connection with the S.E. USA BUSINESS after the close of business on the Closing Date. All items of expense shall be apportioned between Purchaser the SELLER and Seller the BUYER as of the close of business on the Closing DateDate in accordance with generally accepted accounting principles ("GAAP"), Seller being charged unless otherwise specifically stated. Items to be apportioned include, but are not limited to, the following: A. General and credited for all of same up special real and personal property taxes and assessments imposed on real or personal property under any leases assigned to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have BUYER which are either not yet payable at the Closing Date or which have been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of prepaid at the Closing Date; and special district or other levies which are a lien but not due or which have been prepaid at the Closing Date; B. Any power charges, but Purchaser utility charges, telephone charges or other communication charges either due or paid at the Closing Date; C. Any prepaid rent or real estate or equipment or other prepaid expenses; D. Any business or license fee, sale or service charge, commission, special assessment, rental payment or personal tax or assessment associated with the ACQUISITION ASSETS; E. Any deposits, reserves and prepaid expenses; and F. All sales commissions. G. Any other items customarily prorated in transactions of this nature in the jurisdiction which governs the construction for this Agreement pursuant to Section 10.11, unless otherwise agree to by the parties. SELLER shall make determine all apportionment's pursuant to the provisions hereof and shall deliver a commercially reasonable attempt statement of them to collect BUYER together with the same supporting documentation and information (the "Proration Adjustment") at Closing. In the event that BUYER disputes any such apportionment's or otherwise disagrees with the Proration Adjustment, it will notify the SELLER in writing, specifying each dispute or disagreement, within ten (10) business days following Closing. The parties shall negotiate in good faith to resolve any disputes or disagreements for Seller's benefit after a period of thirty (30) days following Closing. In the event that the parties cannot come to a resolution during such thirty (30) days period, but either party shall not be required have the right to initiate legal proceedings in elect to submit such attempt, dispute to an accounting firm designated jointly by counsel to BUYER and such collectionsSELLER or, if anythey cannot agree on such an accounting firm, then to the American Arbitration Association to act as an arbitrator to resolve all points of disagreement with respect to the Proration Adjustment. All determinations made by the arbitrator shall be accounted for between Purchaser final, conclusive and Seller binding on the Reconciliation Date (hereinafter defined). (b) On SELLER and the first business day immediately prior BUYER with respect to the day which is sixty Proration Adjustment. The costs of the accountant and/or arbitration shall be shared equally between the parties. Within fifteen (6015) days after the Closing Datelater of (i) delivery of the Proration Adjustment to the SELLER or (ii) resolution of any dispute or disagreement with respect to the Proration Adjustment, the BUYER shall pay the SELLER, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to SELLER shall pay to Sellerthe BUYER, as the case may be, the net amount due as a payment in an amount which reflects result of the apportionment's, plus interest at the rate of eight percent (i8%) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on per annum from the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofDate. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions (i) All Taxes, operating expenses pertaining to the operation of this Section 14 the Premises and any Additional Equipment incurred by Tenant, utility expenses, water and sewer rents and charges, front-foot benefit charges (if applicable), or similar charges or fees shall survive Closing and not be merged thereinprorated as of the Expiration Date. (aii) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any All Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, to be assigned to Landlord shall be prorated between Purchaser and Seller the parties as of the Closing Expiration Date, Seller being charged and credited for all the costs of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for terminating any such proratable items for the year of Closing have contracts or agreements that are not yet been made, then any such prorations assumed by Landlord shall be based upon borne by Tenant. (iii) Tenant shall pay for, and shall indemnify Landlord against any liability for, services performed or for work on the Premises or any Additional Equipment undertaken by or at the direction of Tenant prior year’s assessments. Except as set forth in Section 14(bto the expiration of the Term. (iv) hereinbelowOn the expiration of the Term, (A) all such prorations will be final between Landlord and not adjustable. No prorations Tenant provided for pursuant to the terms of this Lease shall be made in relation to rents not collected on the basis of estimates using the most current information available as of the Closing Dateexpiration of the Term; and (B) a suitable escrow (the "Escrow"), but Purchaser the amount and terms of which shall make a commercially reasonable attempt be satisfactory to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Landlord and such collections, if anyTenant, shall be accounted established by Landlord and held by an independent escrow agent selected by Landlord and Tenant to provide for between Purchaser and Seller payment of utility charges, operating expenses, contract liabilities accrued, and/or work on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior Premises contracted for by Tenant, that are due and payable by Tenant pursuant to the day terms of this Lease, but for which is sixty final bills are not available on the expiration of the Term. Within forty-five (6045) days after the Closing Date, expiration of the Term or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventsoon thereafter as is reasonably possible, the “Reconciliation Date”), Seller hereby agrees to cause parties shall make a final settlement of all prorations to be paid made pursuant to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaserterms of this Lease, and (b) following such final settlement, any savings resulting from any tax abatements on sums remaining in the Property for the year of Closing resulting from a challenge brought Escrow shall be paid by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else escrow agent to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesapplicable party. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Prorations between Seller and the Purchaser shall be made outside of this Section 14 shall survive the Escrow at the Closing and not be merged therein.as follows: (a) At All taxes and assessments on the Company Assets for all prior years and all current year taxes and assessments that are due and payable on or before the Closing shall have been paid in full by the Company on or before the Closing. All general real estate, all normal personal property and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against for the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, current year only shall be prorated between Purchaser and Seller as on the basis of the most recent available information, as adjusted by any known changes relating to the period during which the Closing Dateoccurs, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If but without any adjustment resulting from the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as sale of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Interests under this Agreement. (b) On All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated on the first business day immediately prior basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. For purposes of calculating prorations, Purchaser shall be entitled to the income accruing to the Company and responsible for the Losses and expenses accruing to the Company for the entire day upon which is the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon a 365-day year. The amount of such proration shall be subject to adjustment in cash after the Closing outside of Escrow, as and when more complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use commercially reasonable efforts to make such adjustments not later than sixty (60) days after the Closing Date (which cooperation may include any reasonable inspection of the Company’s books and records). At least three (3) business days prior to the Closing Date, or such other date as may be agreed upon in writing by Seller and shall deliver to Purchaser (in any event, a tentative statement of prorations setting forth the “Reconciliation Date”), Seller hereby agrees to cause preliminary determination of all items to be paid prorated pursuant to Purchaser, or Purchaser hereby agrees this Section 2.9 and supported by all detail reasonably necessary to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else make such determination. Prior to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the PropertyClosing, Purchaser hereby agrees and Seller shall use commercially reasonable efforts to pay all agree on such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesstatement of prorations. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Sacramento County, California, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on deposits for services or advertising to be rendered arising from the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance conduct of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Business shall be prorated between Purchaser Buyer and Seller as of 12:01 a.m. (pacific standard time) on the date immediately after the Closing (the "Adjustment Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date"). If the assessments for any such proratable items for the year of Closing have not yet been made, then any such Such prorations shall be based upon the prior year’s assessmentsprinciple that Seller shall be entitled to all income earned and shall be responsible for all Liabilities incurred or accruing in connection with the Business to the Adjustment Date and Buyer shall be entitled to all such income earned and shall be responsible for all such Liabilities in connection with the Business from and after the Adjustment Date. Except as set forth All program Contracts shall be prorated in Section 14(baccordance with the rules of the Financial Accounting Standards Board. (b) hereinbelowSuch prorations shall include, without limitation, all expenses for goods or services received both before and after the Adjustment Date, prepaid cash time sales agreements, ad valorem, real estate and other property taxes, regulatory, business and license fees, music and other license fees, commissions, wages, payroll taxes, and other fringe benefits of employees of Seller who enter the employment of Buyer (including accrued vacation pay), power and utility expenses, commissions, rents and similar prepaid and deferred items deposits, reserves and all other expenses attributable to the Business. All special assessments and similar charges or liens imposed against the Real Property and Tangible Personal Property in respect of any period of time through the Adjustment Date, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Date shall be the responsibility of Buyer, and such charges shall be adjusted as required hereunder. Schedule 1.4 contains a full and complete list ------------ of all known Liabilities to be prorated in accordance with the provisions of this Section 1.4. (c) To the extent that any of the foregoing prorations will and adjustments cannot be determined as of the Adjustment Date, Buyer and Seller shall conduct a final accounting and not adjustablemake any further payments, as required, within 60 days after the Closing. No The prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsaccordance with generally accepted accounting principles or, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or no such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies principles exist with respect to the Propertyproration of any item, the proration shall be made in accordance with industry practice.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Los Angles County, California, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, The following items shall be prorated between Seller and Purchaser and Seller as of 11:59 p.m. on the date immediately preceding the Closing Date; prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) city, Seller being charged state, and credited county ad valorem taxes for all the year in which the Closing occurs based on the ad valorem tax bills for the Purchased Property, if then available for such year, or if not, then on the basis of same up the ad valorem tax b▇▇▇ for the Purchased Property for the immediately preceding year. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year and should such proration prove to such date and Purchaser being charged and credited be inaccurate on receipt of the ad valorem tax b▇▇▇ for all of same on and after such date. If the assessments for any such proratable items Purchased Property for the year of Closing have not yet been madeClosing, then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such prorations shall be based upon malapportionment); (ii) sanitary sewer taxes and utility charges, if any; provided, however, that Purchaser shall, prior to Closing, make arrangements for its own utility services and accounts to the prior year’s assessments. Except extent reasonably possible and sufficiently in advance of Closing so as set forth in Section 14(b) hereinbelow, to allow the provider thereof to read all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected meters for utility charges as of the end of the last business day preceding the Closing Date and terminate Seller's service without interruption of service to the Facility, in which case Seller shall be responsible for and shall pay for all such charges first accruing or relating to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect ; (iii) all payment obligations under the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Assumed Contracts and such collectionsLeases; and (iv) resident rents and other revenues (including Prepaids and Deposits, if any, shall be accounted for between ). Purchaser and Seller on shall prepare a proposed schedule (the Reconciliation Date “Proration Schedule”) prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to the Purchased Property. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (hereinafter defined)2) business days prior to Closing. (b) On Seller shall receive all income from the first business day immediately Purchased Property attributable to the period prior to the day Proration Date (as herein defined) and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of the Purchased Property attributable to the period prior to 11:59 P.M. on the date immediately preceding the Closing Date (the “Proration Date”). In the event Purchaser receives any payment from a resident for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, Purchaser shall forward such payment to Seller. For the first three (3) months following the Proration Date, any payments received from a resident shall be allocated first to any current balances due from such resident for the then-current month, and then toward the oldest sums due from such resident. After such three-month period, Purchaser may allocate the entire amount of any payments received from a resident to current balances from such resident that have accrued subsequent to the Proration Date and shall thereafter forward any additional amounts attributable to past-due amounts accruing prior to the Proration Date to Seller. For clarity's sake with respect to the St. Petersburg Facility, the parties agree that amounts received from third party payors such as Medicare and Medicaid shall be applied to the periods for which such payment is sixty remitted as stated thereon, and the amount thereof promptly forwarded to the party (60Seller or Purchaser) entitled to the benefit of income from such Facility for the period as to which such third party payment was paid. (c) Purchaser shall receive all income from the Purchased Property attributable to the period from and after the Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of the Purchased Property attributable to the period from and after the Proration Date. In the event Seller or Seller’s affiliates receive any payment from a resident for rent due (or any other payment due Purchaser) for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) The parties agree that any amounts that may become due under this Section 3.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within ninety (90) days after the Closing Date, or Date and any amounts due at that time shall be promptly forwarded to the respective party to whom such other date as amounts are due in a lump sum payment. Any additional amounts which may become due after such determination shall be agreed upon in writing by Seller and Purchaser forwarded at the time they are received. Any amounts due under this Section 3.4 which cannot be determined within ninety (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i90) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and subsequently collected by Purchaser, and (b) Seller agree that each shall have the right to audit the records of the other in connection with any savings resulting from any tax abatements on the Property for the year of such post-Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else reconciliation. Any payments made pursuant to the contrary in this Section 14, if the Property has been assessed 3.4 shall be treated as a purchase price adjustment for property income tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespurposes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing Seller and not be merged therein. (a) At Closing, the Purchaser agree that all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items listed below relating to the Business or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall Assets will be prorated between Purchaser and Seller as of the Closing Date, with the Seller being charged and credited for all of same liable to the extent such items relate to any time period up to and including the Closing Date and the Purchaser or the applicable Purchaser Designee liable to the extent such date items relate to periods subsequent to the Closing Date (it being understood that the proration of Taxes is addressed in Section 6.10 and Purchaser being charged the proration of rebates paid or payable to customers of the Business resulting from purchases of products from the Business is addressed in Section 6.21): (a) the amount of any fees or charges which in any case are payable periodically by the Seller or any of its Subsidiaries with respect to any of the Transferable Permits; (b) the amount of sewer rents and credited charges for all water, electricity and other utilities and fuel; and (c) water board charges (waterschapslasten) and similar costs. For the avoidance of same on and after such date. If doubt, no amounts included within the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Adjustment Amount shall be based upon included in the prorations made pursuant to this Section 2.7. At least five (5) Business Days prior year’s assessmentsto Closing, the Seller shall deliver to the Purchaser a written statement setting forth the actual amounts (to the extent available at the Closing Date) in respect of the items described above that are to be prorated (the aggregate of such actual amounts being the "Closing Proration Amount"). Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of On the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after ClosingSeller or the Purchaser, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anyas applicable, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior pay to the day which is sixty (60) days after other party the Closing Proration Amount. To the extent that the actual amounts for any items to be prorated are not available at the Closing Date, the proration of such amounts shall be calculated and appropriate adjustments shall be paid by the Seller or the Purchaser, as applicable, as soon as reasonably practicable after the actual amounts become available. The Seller and the Purchaser shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller order to confirm all adjustments and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes2.7. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions following items shall be prorated, adjusted, and apportioned between CSXT and DRPT as of this Section 14 shall survive Closing 12:01 a.m. on Sale Date 1, Sale Date 2 and not Sale Date 3, as applicable: 2.4.1 With regard to the portions of the Segments located in the Commonwealth of Virginia, the Parties acknowledge that, pursuant to § 58.1-3360 of the Code of Virginia (1950), as amended, CSXT should be merged therein. (a) At Closingrelieved from the payment of city, all normal county and customarily proratable items, including, without limitation, all town ad valorem taxes from and assessments after the Closing for the sale of each such Segment and therefore no proration of such taxes should be necessary; provided, however, that if, for all or any portion of the period beginning on Sale Date 1 and ending upon the conversion of the Passenger Easement into all of CSXT’s right, title and interest in Segment 1 by the recordation of Deeds of Confirmation (the “Passenger Easement Period”), any city, county or town in which the RF&P Corridor is located (each, an “Assessing Jurisdiction”) continues to assess CSXT for ad valorem taxes applicable to the portion of Segment 1 located in such Assessing Jurisdiction, DRPT shall pay to CSXT, within thirty (30) days after receipt from CSXT of a copy of each relevant tax statement issued by such Assessing Jurisdiction, a pro rata share of the ad valorem taxes assessed against the RF&P Corridor in such Assessing Jurisdiction. Such pro rata share of the ad valorem taxes to be paid by DRPT shall equal the sum of (i) as to taxes assessed on “operating land” (as such term is used by the Virginia Department of Taxation (“VDT”) in its annual statement of assessed value for railroads), the percentage of such taxes obtained by dividing the acreage of the operating land in Segment 1 in such Assessing Jurisdiction by the acreage of the operating land in the RF&P Corridor in such Assessing Jurisdiction, such acreage to be determined from the Enhanced Valuation Maps, (ii) as to taxes assessed on “roadway and track,” (as such term is used by VDT), the percentage of such taxes obtained by dividing the miles of roadway and track to be conveyed to DRPT, as described in Exhibit B-4 (Appurtenant Property), prepaid rents and located in the Assessing Jurisdiction by the miles of all roadway and track located in the RF&P Corridor in such Assessing Jurisdiction. The ad valorem taxes assessed for any “operating improvements,” “telephone, power and water lines,” “machinery, furniture & other expenses equipment” and fees payable under “materials and supplies” (as such terms are used by VDT) located in the RF&P Corridor shall be paid solely by CSXT. 2.4.2 With regard to the portion of Segment 1 located in the District of Columbia and the portion of Segment 2 located in the State of North Carolina, if the applicable law regarding the assessment of ad valorem taxes provides that such portions of such Segments are exempt from the payment of such taxes from and after the Closing for the sale of such Segments to DRPT, such taxes shall not be prorated and CSXT shall be solely responsible for payment of the same if such law requires the taxing authority to refund any Leases such taxes that were paid and are attributable to the period from the applicable Sale Date to the last day of the calendar year or other applicable tax period in which such Sale Date occurs. However, if (i) the applicable law in the District of Columbia or the State of North Carolina does not provide for such exemption or (ii) the applicable law in the District of Columbia or the State of North Carolina provides for such exemption but does not require the taxing authority to refund any such taxes that were paid and are attributable to the period from the applicable Sale Date to the last day of the calendar year or other applicable tax period in which such Sale Date occurs, then ad valorem taxes for the calendar year or other applicable tax period in which the applicable Sale Date occurs shall be prorated between the Parties based on the Propertyad valorem tax bill for the relevant Segment if then available for such year, prepaid and accrued but unpaid expenses incurred in connection with or if not, then on the operation or maintenance basis of the Property under ad valorem tax bill for the immediately preceding year (should such proration prove to be inaccurate on receipt of the ad valorem tax bill for the year of the applicable Sale Date, either CSXT or DRPT, as applicable, shall pay, promptly after written demand from the other Party made within one (1) year after the date of receipt of such tax bill, an amount necessary to correct such malapportionment). Notwithstanding the foregoing if, for all or any Service Contracts portion of the Passenger Easement Period, the District of Columbia continues to assess CSXT for ad valorem taxes applicable to the portion of Segment 1 located in the District of Columbia, DRPT shall pay to CSXT, within thirty (30) days after receipt from CSXT of a copy of each relevant tax statement issued by the District of Columbia, a pro rata share of the ad valorem taxes assessed against the RF&P Corridor in the District of Columbia, such pro rata share to be determined in a manner comparable to the manner in which the pro rata share of such taxes for the portion of the RF&P Corridor in the Commonwealth of Virginia is determined. Only ad valorem taxes assessed by the District of Columbia or otherwisethe State of North Carolina against roadway and track, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsoperating land, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such dateParties. If the District of Columbia or the State of North Carolina does not break out assessments for of railroad property according to such categories, CSXT and DRPT shall estimate the portion of ad valorem assessments attributable thereto. 2.4.3 Any and all other assessments and special assessments of any such proratable items type for the year relevant Segment to the extent applicable to a period that begins before the applicable Sale Date and ends on or after the Sale Date. 2.4.4 All other rental, income taxes, utilities, charges and assessments customarily prorated in commercial real estate transactions in the Richmond, Virginia area. 2.4.5 For the avoidance of Closing have not yet been madedoubt, then any such prorations shall be based upon on the prior year’s assessments. Except as set forth amounts that otherwise would be payable by CSXT in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as the absence of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)conveyance. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions 6.7.1. Real property taxes, assessments, rents, security deposits, and cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and "CAM" expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable or commence eviction proceedings against any such Tenant. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Section 14 Agreement shall survive Closing be paid by Seller, and not Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new Leases and for Lease renewals executed and expansion options exercised after the date of this Agreement shall be merged thereinprorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (a) At Closingexcept those items which under the terms of this Agreement specifically become the obligation of Buyer), all normal brought by third parties and customarily proratable items, including, without limitation, all ad valorem taxes based on events occurring on or before the date of closing and assessments assessed against the Property, prepaid rents and other expenses and fees payable under which are in any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing way related to the Property, and any dues all expenses related thereto, including but not limited to court costs and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)attorneys' fees. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby 6.7.4. Buyer agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) indemnify and hold Seller harmless of and from any and all rents delinquent liabilities, claims, demands, suits and unpaid on the Closing Date judgments, of any kind or nature, including court costs and subsequently collected by Purchaserreasonable attorneys' fees, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto third parties and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else based on events occurring subsequent to the contrary date of closing and which are in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of any way related to the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits expenses related thereto, including, but not held by Seller at Closing. Furtherlimited to, Seller will be credited at Closing with the amount of any court costs and all deposits held on behalf of Seller by utility companies with respect to the Propertyattorneys' fees.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe following items (whether paid or accrued but not yet paid) shall be prorated between Seller and Purchaser as of 11:59 p.m. on the date immediately preceding the Closing Date (the “Proration Date”); prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) city, all normal state, and customarily proratable items, including, without limitation, all county ad valorem taxes for the year in which the Closing occurs based on the ad valorem tax bills for the Real Property that is owned by the Companies or for which a Company is responsible under the terms of a ground lease with respect to the Real Property that is leased by the Companies, if then available for such year, or if not, then on the basis of the ad valorem tax b▇▇▇ for the Real Property for the immediately preceding year, excluding taxes for any Real Property where the Tenant pays taxes directly to the taxing authority. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year and assessments assessed against should such proration prove to be inaccurate on receipt of the Propertyad valorem tax b▇▇▇ for the Real Property for the year of Closing, prepaid rents then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such malapportionment); (ii) operating expenses (including amounts payable to Cedarhurst Operator or Cedarhurst Manager under the Cedarhurst Management Agreement), sanitary sewer taxes, and other expenses utility charges, if any, that are the obligation of any Company; provided, however, that Seller or Purchaser may elect, prior to Closing, to require that the meters for all utility charges be read and fees terminated as of the end of the last business day preceding the Closing Date, in which case Seller shall be responsible for and shall pay for all such charges accruing during or relating to the period prior to the Closing Date; and provided, further, that Seller shall pay any and all amounts payable under any Leases on reciprocal easement agreement or other title documents (which payments shall be prorated if paid for a year, a month, or other period extending in part beyond the PropertyClosing); (iii) Rents paid (or accrued and not yet paid) under any Lease, prepaid and revenues received (or accrued but unpaid expenses incurred not yet received) by Cedarhurst TRS Facility Master Tenant accruing to such Company from the operation of the Cedarhurst Facility, and other revenues (including Prepaids and Deposits, if any); (iv) all rent and other charges payable to the lessors under the Ground Leases; (v) all interest, fees and other charges payable in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except P▇▇▇▇▇ Center Loan (except as set forth in Section 14(b4.12); and (vi) hereinbelowunless otherwise transferred by Seller to Purchaser (or otherwise paid at the direction of Purchaser) in accordance with Section 2.2, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make receive a commercially reasonable attempt credit for (A) the Prepaids and Deposits, (B) subject to collect the same for Seller's benefit after ClosingSection 3.3(b) and Section 3.3(c), but shall not be required to initiate legal proceedings in such attemptOP-held Operating Cash, and such collections(C) the Funded Maintenance Account reserve held by ARHC PPLVLGA01, if any, shall be accounted LLC in respect to a lease with the United States of America for between the P▇▇▇▇▇ Professional Center. Purchaser and Seller shall prepare a proposed schedule in the form set forth on Schedule 3.3(a) (the Reconciliation Date “Proration Schedule”) prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to each Real Property and each Company. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (hereinafter defined)2) business days prior to Closing. (b) On Seller shall receive all income from each Company attributable to the first business day immediately period prior to the day which is Proration Date and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of each Company attributable to the period prior to the Proration Date. In the event that Purchaser receives any payment from a Tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller (and such rent or receivable had not already been credited in accordance with Section 3.3(a) to Seller), Purchaser shall forward such payment to Seller. Payments received from a resident, to the extent such payments were previously made directly to Seller or any of its Affiliates, shall be allocated first to any current balances due from such resident that have accrued since the Proration Date and any costs of collection of such amounts incurred by Purchaser. (c) Purchaser shall receive all income from each Company attributable to the period from and after the Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of each Company attributable to the period from and after the Proration Date. In the event Seller or its Affiliates receive any payment from a Tenant for rent due for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) Purchaser shall be entitled to all insurance and casualty proceeds payable to any of the Companies with respect to any casualty or condemnation prior to the Closing Date, except (i) as set forth in Section 10.11 or in Section 10.12 or (ii) such amounts as have previously been paid to repair or restore such casualty or condemnation or for Seller’s costs in addressing same. (e) The parties agree that any amounts that may become due under this Section 3.3 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within sixty (60) days after the Closing Date, or Date and any amounts due at that time shall be promptly forwarded to the respective party to whom such other date as amounts are due in a lump sum payment. Any additional amounts that may become due after such determination shall be agreed upon in writing by Seller and Purchaser forwarded at the time they are received. Any amounts due under this Section 3.3 which cannot be determined within sixty (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i60) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and subsequently collected by Purchaser, and (b) Seller agree that each shall have the right to audit the records of the other in connection with any savings resulting from any tax abatements on the Property for the year of such post-Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else reconciliation. Any payments made pursuant to the contrary in this Section 14, if the Property has been assessed 3.3 shall be treated as a purchase price adjustment for property income tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxespurposes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, All prepaid rents and other expenses and fees payable under any Leases on with respect to the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Premises shall be prorated between Seller and Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior Notwithstanding anything to the day contrary set forth in the Facility Lease, at the Closing, Lessee shall also pay to Seller an amount equal to Seller's reasonable estimate of the Additional Rent (as defined in the Facility Lease) due for the quarter in which is sixty the Closing occurs (60the "Closing Quarter"). Within ninety (90) days after the Closing Date, or such other date as may be agreed upon in writing by Lessee shall deliver to Seller a certificate reasonably acceptable to Seller and Purchaser certified by the chief financial officer of Lessee, setting forth the Gross Revenues (as defined in any event, the “Reconciliation Facility Lease) for the period from the commencement of the Closing Quarter through the Closing Date”), Seller hereby agrees to cause to . A final reconciliation of the Additional Rent due for the Closing Quarter shall be paid to Purchaser, or Purchaser hereby agrees to pay to Sellermade based upon such certificate. If, as the case may bea result of such reconciliation, a payment in an amount which reflects (i) net adjustments the Additional Rent determined to be due for the Closing Quarter exceeds the amount paid by Lessee at the Closing, Lessee will pay such difference to Seller within ten (10) days after such final reconciliation or (ii) the Additional Rent determined to be due for the Closing Quarter is less than the amount paid by Lessee at the Closing, Seller agrees to refund such overpayment to Lessee within ten (10) days after such final reconciliation. (c) All items that are required to be prorated as of the Closing Date and that are not subject to an exact determination shall be estimated by the parties. When any item so estimated is capable of exact determination after the Closing, the party in possession of the facts necessary to make the determination shall send the other party a detailed statement of the exact determination so made, and the parties shall adjust the prior estimate within ten (10) days after both parties have received said statement. Either party will be entitled, at its own expense, to audit the records supporting the determination made. All prorations shall be made at as of the Closing under Section 14.(a)Date, above, as with Seller entitled to (a) any and all rents delinquent and unpaid other income on the Closing Date and subsequently collected by Purchaserto have responsibility for all expenses through 11:59 p.m. on the Closing Date, and (b) any savings resulting from any tax abatements on the Property Purchaser entitled to all rents and income and to be responsible for the year of all expenses thereafter. The cash payment due to Seller at Closing resulting from a challenge brought shall be increased or decreased by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership proration of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesforegoing items. (d) At The provisions of this Section 17 shall survive the Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAs soon as practicable after the Effective Date, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Taxes attributable to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance Contributed Assets allocated to Assignor pursuant to Section 15(c) of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Master Lease shall be prorated between Purchaser and Seller apportioned to the Effective Date. Such apportionments shall be made pro rata on a per diem basis as of the Closing Date, Seller being charged Effective Date so that all such Taxes attributable to the period prior to the Effective Date are for the account of Assignor; and credited for all of same up such Taxes attributable to such date and Purchaser being charged and credited for all of same the period on and after the Effective Date are for the account of Assignee. Taxes shall initially be determined based on the previous year's taxes and shall later be adjusted to reflect the current year's Taxes when the tax bills are finally rendered. The parties shall fully cooperate to avoid, to the extent legally possible, the payment of duplicate Taxes, and each Party shall furnish, at the request of the other, proof of payment of any Taxes or other documentation which is a prerequisite to avoiding payment of a duplicate tax. In the event that either Party (the "Payor") pays a Tax for which the other Party (the "Payee") is obligated in whole or in part under this Section 3.2, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such dateTax, and the Payee shall promptly pay such share to the Payor. If In the event either Party (the "Recipient") receives payments of a Tax to which the other Party (the "Beneficiary") is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such share to the Beneficiary. In the event there exists as of the Effective Date any pending appeals of ad valorem tax assessments for with regard to any Contributed Assets, the continued prosecution and/or settlement of such proratable items appeals shall be subject to the direction and control of Assignee with respect to assessments for the year of Closing have not yet been made, then any such prorations shall be based upon within which the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Assignment occurs. (b) On Notwithstanding any provision to the first business day immediately contrary in this Assignment, the following items shall be also apportioned between Assignor and Assignee as of the Effective Date: (a) rents and revenues under all Collocation Agreements (including the SBC Leaseback); (b) Prepaid Charges; (c) base rent, license fees, revenue sharing payments or other charges due to landlords, lessors or licensors under the Ground Leases to the extent paid or payable by Assignor under the Master Lease; (d) all amounts required to be reimbursed to Landlord under Section 11(c) of the Master Lease for the maintenance and repair of lighting systems; and (d) charges and payments under all Site Contracts. Such apportionments shall be made pro rata on a per diem basis as of the Effective Date so that all such rents, revenues, charges and payments attributable to the period prior to the day which is sixty (60) days Effective Date are for the account of Assignor; and all such rents, revenues, charges and payments attributable to the period from and after the Closing Date, or Effective Date are for the account of Assignee with such adjustments to be made as of the Effective Date by the party that on a net basis owes money to the other party under this Section by wire transfer of immediately available funds to such accounts as such other date as may be agreed upon party shall direct in writing by Seller and Purchaser (in any eventwriting. In addition, the “Reconciliation Date”)amount of all Tenant Security Deposits shall be credited to the account of Assignee or assigned to Assignee as part of the apportionment. The parties shall fully cooperate to avoid, Seller hereby agrees to cause the extent legally possible, making duplicate payments to be paid ground lessors or other counter-parties under the Ground Leases and to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofother third parties. (c) Notwithstanding anything else In addition, in connection with any binding Collocation Agreement which has an original term of at least five (5) years and has a remaining term of at least four (4) years from the Closing, pursuant to which Assignor has made, is in the process of making or is otherwise obligated under the terms of the binding Collocation Agreement to make any Alterations (as defined by the Assigned Leases) which Alterations are not removable by the tenant thereunder (collectively, the "Assignor Alterations"), Assignee agrees as follows: (i) as to Assignor Alterations which have been completed by Assignor prior to Closing, as evidenced by the Completed Alteration Package and provided that the full cost thereof has not otherwise been reimbursed to Assignor by the tenant thereunder or otherwise and only if scheduled on attached SCHEDULE V(A) (the "Completed Assignor Alterations"), on the later of Closing or the date which is thirty (30) days after the receipt of the Completed Alteration Package, Assignee agrees to reimburse Assignor for the cost incurred by Assignor in connection with installing such Completed Assignor Alterations in the amount of the Completed Alteration Reimbursement Amount for each Completed Assignor Alteration. For each Completed Assignor Alteration, the "Completed Alteration Reimbursement Amount" shall be an amount equal to the contrary lesser of (1) the direct third party expenses and capital costs actually incurred by Assignor in this Section 14connection with the making of such Completed Assignor Alteration, if as evidenced by the Property has been assessed Completed Alteration Package, PLUS the Allocated Overhead Reimbursement Amount for property tax purposes at such rates Completed Assignor Alteration LESS any such expenses or costs to the extent reimbursed in respect of such Assignor Alteration by tenants or third parties. or (2) the Budgeted Amount for such Completed Assignor Alteration less any amounts reimbursed in respect of such Assignor Alteration by tenants or third parties. With regard to the foregoing, attached hereto as would result in reassessment SCHEDULE V(A) are the Budgeted Amounts for each Completed Assignor Alterations which provides an estimated Completed Alteration Reimbursement Amount for each Completed Assignor Alteration (i.e., "roll-back" taxes) based upon a change in land usage or ownership as of the Propertydate hereof). The parties acknowledge that the Budgeted Amounts as set forth on the Construction Site Budget is Assignor's good faith estimates, Purchaser hereby agrees as to pay all such taxes each Completed Assignor Alteration, of the direct third party labor and Purchaser capital costs incurred to complete each Completed Assignor Alteration PLUS the Allocated Overhead Reimbursement Amount. Schedule V(a) will be subject to update to include In Process Assignor Alterations which become Completed Assignor Alterations between the date hereof and closing; provided that the Budgeted Amounts with respect thereto shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesremain the same. (dii) At As to Assignor Alterations which are, at Closing, Seller willin the process of being made by Assignor, at its election and which are not completed as of Closing and PROVIDED THAT the full cost has not otherwise been reimbursed to Assignor by the tenant thereunder or otherwise and Assignee has received the In Process Alteration Package, Assignee will in its sole discretionconnection therewith assume the obligation to complete such Assignor Alteration but only if it is scheduled on attached SCHEDULE V (B) (the "In Process Assignor Alterations"). Assignor agrees to complete, either deliver in a good and workmanlike manner in accordance with the applicable terms of the Collocation Agreement, each In Process Assignor Alteration to the Transition Point. On the later of Closing or credit the date which is thirty (30) days after the receipt of the In Process Alteration Package, Assignee agrees to Purchaser reimburse Assignor for the Completed Alteration Reimbursement Amount, PROVIDED THAT, for purposes of this Section 3.2(c)(ii), the term "Budgeted Amount" as used in the definition of Completed Alteration Reimbursement Amount, shall refer, in the case of each In Process Alteration, only to the portion of the Budgeted Amount for such In Process Assignor Alteration which, in the reasonable good faith judgment of Assignor and Assignee, is fairly attributable to that portion of such In Process Assignor Alteration which has then been completed and evidenced as paid less any and all tenant security deposits then actually held amounts reimbursed in respect of such In Process Assignor Alteration by Seller under Leases covering the Propertytenants or third parties. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller Schedule V(b) will be credited at Closing with subject to update to include Assumed Assignor Alterations which become In Process Assignor Alterations between the amount of any date hereof and all deposits held on behalf of Seller by utility companies closing and to delete In Process Assignor Alterations which become Completed Assignor Alterations between the date hereof and closing; PROVIDED THAT the Budgeted Amounts with respect to thereto shall remain the Propertysame.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingPurchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwisebudgeted, including, without limitation, all utilities servicing the Propertyordinary, and recurring items normally charged to the Facilities Owners and the Facilities Switchyard Owners, including those listed below (but not including any dues Income Taxes and assessments Transfer Taxes), relating to the business and operation of home or condominium owners’ associationsthe Assets, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Facilities Contracts, with Seller being charged and credited for all of same up liable to the extent such date items relate to any time period prior to the Closing Date, and Purchaser being charged and credited for all of liable to the extent such items relate to periods commencing with the Closing Date (measured in the same on and after such date. If units used to compute the assessments for any such proratable items for item in question, otherwise measured by calendar days): (i) Property Taxes having a lien date in the same calendar year as the Closing Date; (ii) Property Taxes having a lien date in the calendar year following the year of the Closing have Date if such lien relates to the Assets; provided, however, if Purchaser is separately assessed Property Taxes relating to the Assets with a lien date in the calendar year following the year of the Closing Date which results in duplicative Property Taxes, such duplicative Property Taxes shall be pro-rated one-half (1/2) to each Party, the Parties agreeing to cooperate with one another to avoid such duplicative Property Taxes; (iii) Retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to Facilities Insurance Policies occurring within twelve (12) months of Closing or ninety (90) days after the year-end following the Closing, whichever occurs first; (iv) Subject to and without limiting the generality of Section 2.6, the fees assessed on electricity generated at the Facilities pursuant to the Department of Energy Standard Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961, as amended from time to time, for the applicable period during which the Closing occurs; (v) Subject to and without limiting the generality of Section 2.7, Department of Energy Decommissioning and Decontamination Fees for the applicable period during which the Closing occurs; (vi) Operating and maintenance expenses incurred in any period prior to the Closing Date (not yet been madeincluding Capital Expenditures) in the nature of the expenses shown on Schedule 3.6(a)(v) but only to the extent that the amount of such expenses are determined within twelve (12) months of Closing or ninety (90) days after the year-end following the Closing, then any such whichever occurs first; and (vii) A reimbursement for Firm Transmission Rights referred to in Section 2.1(p) adjusted in proportion to the remaining term of the Firm Transmission Rights. (b) In connection with the prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the prior year’s assessmentsrespective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations All prorated amounts shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, recalculated and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior paid to the day which is appropriate Party within sixty (60) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Purchaser shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.6. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Each Seller shall bear all property and ad valorem tax liability with respect to the Purchased Assets if the lien or assessment date (the date on which the liability becomes fixed or assignable to the Purchased Assets) arises on or prior to the Closing Date (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing) irrespective of the reporting and payment dates of such Taxes. Each Seller shall be responsible for all other Taxes as levied by any foreign, federal, state or local taxing authority in any jurisdiction with respect to the ownership, use or leasing of the Purchased Assets for all periods (or portions thereof) on or prior to the Closing Date (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing), and Purchaser shall be responsible for all such Taxes with respect to the ownership, use or leasing of the Purchased Assets for all periods (or portions thereof) after the Closing Date (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing). All payments to be made by Sellers in accordance with this Section 14 2.5 shall survive be made, to the extent then determinable, at the Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against or the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance date of the Property under any Service Second Closing with respect to Purchased Financing Contracts or otherwisetransferred at the Second Closing) with such payments deposited into escrow until due, includingor, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller extent not determinable as of the Closing Date, Seller being charged and credited for all of same up to such (or the date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Second Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to Purchased Financing Contracts transferred at the PropertySecond Closing), promptly following the determination thereof, with such payments deposited into escrow pursuant to Section 2.6 until due. Purchaser shall have the right of review and approval of each Seller's property Tax Returns and assessments and the right to contest any assessment for which Purchaser may be adversely affected. Each Seller shall cooperate with Purchaser to advance any contest.

Prorations. The provisions Purchase Price shall be increased or decreased as required to effectuate the proration of this Section 14 shall survive Closing expenses relating to the operation of WNGS. All expenses arising solely from the operations of WNGS and not be merged therein. (a) At Closingincurred by WNGS, all normal including business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyBroadcasting Assets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, employee compensation (including wages and salaries, accrued sick leave, severance pay and personal days) and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser Seller and Buyer in accordance with the principle that Seller shall be responsible for all expenses, costs and liabilities allocable to the operations of WNGS for the period prior to and including the Effective Time, and Buyer shall be responsible for all expenses, costs and obligations allocable to the operations of WNGS for the period after the Effective Time as determined in accordance with Section 2.2.3 below, subject to the following: (a) There shall be no adjustment for, and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelowsolely liable with respect to, all such prorations will be final Liabilities and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller obligations under any Contracts listed on the Reconciliation Date (hereinafter defined)SCHEDULE 1-F or under any WNGS Employee Plans. (b) On Payments due under film or programming license agreements for the first business day immediately month in which the Closing occurs shall be prorated based on the number of days in such month on or before the Effective Time and the number of days in such month after and including the Effective Time. (c) There shall be no adjustment for any difference between the value of the goods or services to be received by Seller as of the Effective Time under trade or barter agreements relating to WNGS and the value of any advertising time remaining to be run by Seller as of the Effective Time under trade or barter agreements relating to WNGS ("Trade Agreements"); PROVIDED, HOWEVER, that this provision shall not apply to barter arrangements that do not arise under programming Contracts or which pertain to goods or services to be retained by Seller or her Affiliates after the Effective Date, which shall be prorated. (d) Seller shall be responsible for (i) any overdue amounts under film or programming license agreements to the extent relating to periods prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardClosing, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to payments that contractually have been deferred but for which Seller or WNGS have already received the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership benefit of the Property, Purchaser hereby agrees asset to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxeswhich they relate prior to Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions At the Closing, prorations between the Operator or applicable Seller, on the one hand, and Buyer (on behalf of this Section 14 itself and EAGL), on the other hand, shall survive Closing and not be merged therein.made for each Golf Course Property as follows: (a) At Closing, all normal and customarily proratable items, including, without limitation, all All general ad valorem taxes, special assessments and other taxes and assessments assessed or charges of a similar nature imposed by any Governmental Authority against the Property, prepaid rents or by any applicable property owners association, utility district or any other body (collectively, the “Impositions” ) against the Golf Course Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date shall have been paid by the applicable Owner or, to the extent required under the applicable Lease, by the Tenant under such Lease, on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the amount of Impositions that relate to the period on and after the Closing Date (and the Sellers shall be responsible for the payment of such Impositions relating to the period prior to the Closing Date). To the extent that Impositions for the current year have accrued but are not yet due and payable, such amounts shall be paid by Buyer (or EAGL, as applicable) following the Closing Date, and Buyer shall receive a credit against the Purchase Price for the amount thereof that is attributable to the period prior to Closing, such pro ration to be based on the most recent available information, as adjusted by any known changes relating to the period during which the Closing occurs, and shall be subject to true-up pursuant to Section 6.6(j). (b) All charges for gas, electricity, water, telephone, sewer and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information; Sellers shall request that the companies and Seller municipalities furnishing utility services to the Properties make termination readings on the morning of the Closing Date, or on a date as soon thereafter as practicable, and submit final statements for utility services, which shall be reconciled pursuant to the Statement of Adjustments. (c) All membership dues for the month in which the Closing occurs or for any subsequent period after Closing, all items of expense under Approved Contracts, and all membership fees, charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other income items that have accrued to the accounts of members or customers of the Golf Course Properties but that have not been invoiced as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser except that liability in respect of Refundable Membership Deposits shall make a commercially reasonable attempt to collect be treated in the same for Seller's benefit after Closing, but manner addressed in Section 5.3 and shall not be required prorated. (d) All prepaid membership dues, fees or charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other charges collected by Seller or the Operator, as applicable, with respect to initiate legal proceedings in such attempt, and such collections, if any, the Golf Club Properties shall be accounted prorated as of the Closing Date. (e) Buyer shall receive a credit in the amount of all deposits received by Sellers or the Operator, as applicable, for between Purchaser Bookings to take place after the Closing (and Seller on the Reconciliation Date (hereinafter definedshall assume all liability arising after Closing with respect thereto). (bf) On Buyer shall receive a credit for all gift certificates, rain checks, or other instruments redeemable for goods or services at the first business day immediately Golf Course Properties and sold or issued on or after the date that is twelve (12) months prior to the day Closing Date, to the extent they have neither been redeemed nor expired as of the Closing Date; provided, however, that the Buyer will not receive a credit for the redemption value of any electronic gift cards which will not be capable of being redeemed at the Golf Course Properties following termination of the existing point of sale software; Buyer agrees that all customers who present such cards for redemption at the Golf Course Properties will be referred to AGC’s website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), where they can redeem the cards on line, or to AGC’s customer service line (888-426-4653), where they can request a refund. (g) Except as provided in Sections 5.2(b) and 6.6(k), all other items of income or expense with respect to the Property shall be prorated as of the Closing Date, with all such items of income and expense that relate to the Closing Date and the period after the Closing Date being credited and/or charged, as applicable, to the Buyer’s account. Without limiting the generality of the preceding sentence, (i) income received by Sellers and accounts receivable that represent ▇▇▇▇▇▇▇▇ for goods and services to be rendered on or after the Closing Date shall be for the account of Buyers, (ii) pre paid expenses which relate to goods or services to be provided to the Golf Course Properties in the ordinary course of business (or for other purposes approved by Buyer, which approval shall not be unreasonably withheld, conditioned or delayed) on or after the Closing Date shall be borne by Buyers, and (iii) refunds, to the extent relating to the period prior to the Closing, shall be for the account of Sellers or the Operator, as applicable. (h) For all items of income or expense that relate to a period in which the Closing Date (or, as applicable, the Follow-on Closing Date) occurs, all prorations shall be made on the basis of a fraction, the denominator of which is sixty the actual number of days in such period and the numerator of which is (60a) for purposes of determining the Sellers’ share of such items of income or expense, the number of days in such period that precede the Closing Date and (b) for purposes of determining the Buyer’s share of such items of income or expense, the number of days in such period that fall on or after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects . (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to Seller shall be responsible for (ai) any Income Tax (as hereinafter defined) allocated to the Las Vegas Seller (or any previous direct or indirect holder of the Las Vegas Interest) pursuant to the Joint Venture Agreement and all rents delinquent and unpaid on relating to the period prior to the Closing Date and subsequently collected by Purchaser, and (bthe “Sellers’ Tax Liability Period”) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs Income Tax liability resulting from the receipt of any portion of the Purchase Price by Las Vegas Seller for the sale of the Las Vegas Interest pursuant to this Agreement (collectively, “Sellers’ Ownership Income Tax Liability”), and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else Buyer shall be responsible for any Income Tax allocated to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership owner of the Property, Purchaser Las Vegas Interest pursuant to the Joint Venture Agreement and relating to the period on and after the Closing Date (except for any Sellers’ Ownership Income Tax Liability described in clause (ii) of this sentence). Seller hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller hold harmless Buyer from and against all claims any Claim that may be incurred by Buyer by reason of Seller’s breach of its obligation to pay any Sellers’ Ownership Income Tax Liability. “Income Tax” shall mean any federal or state income tax, along with interest and liability for such taxes. (d) At Closingpenalties assessed thereon, Seller will, at its election due and payable by the owner of the Las Vegas Interest in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing connection with the amount ownership or operation of the Property (as that term is defined in the Joint Venture Agreement) (but specifically excluding any state or local transfer or excise tax due in connection with the sale of the Las Vegas Interest pursuant to this Agreement, which shall be shared equally by the parties consistent with clause (ii) of Sections 6.5(a) and all deposits held on behalf of Seller by utility companies with respect to the Property6.5(b))).

Prorations. The provisions following shall be apportioned with respect to ---------- the Property, based on the number of this Section 14 days Seller and Purchaser each own the Property in the month, tax year or other applicable period in which the Closing occurs, as of 12:01 a.m. on the Closing Date, as if Purchaser were vested with title to the Property during the entire day which is the Closing Date; provided, however, in the event that Seller receives the net proceeds from the closing escrowee after 1:00 p.m. (Chicago, Illinois time) on the Closing Date and, as a result of Seller receiving such funds after such ▇▇▇▇ ▇▇▇▇▇▇ is unable to invest the net proceeds from the transaction with Seller's bank on the Closing Date, then, for purposes of apportionments, Purchaser shall survive be deemed vested with title to the Property beginning on the next business day following the Closing Date (it being intended that, in the event that the day following the Closing Date is not a business day, Seller shall be deemed vested with title during the Closing Date and on all consecutive days, if any, subsequent to the Closing Date that are not be merged therein.business days): (a) At Closing, all normal collected rents and customarily proratable items, other sums received under Leases other than Security Deposits ("Rents"); (b) all unapplied cash Security Deposits; (c) taxes and assessments (including, without limitation, all ad valorem personal property taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Personal Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall rent taxes, if any, and real estate taxes and assessments) levied against the Property; (d) pre-payments and accrued amounts due under any Service Contracts; (e) water, sewer, gas, electricity, telephone and other utility and fuel charges for which Seller is liable, if any; such charges to be accounted for between Purchaser and Seller apportioned at Closing on the Reconciliation Date basis of the most recent meter reading occurring prior to Closing (hereinafter defined).which Seller shall request to be read not more than three (3) days prior to Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (bf) On the first business day immediately prior fees paid for assignable licenses or permits, if any; and (g) all other ordinary, customary and necessary expenses pertaining to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on operation of the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or together with those expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else unique to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership operation of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser as expenses under the Metrogate Agreement (as defined in Section 11.Y. below) (other than insurance premiums for Seller's insurance policies which shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closingnot be prorated, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller as they will be credited at Closing with the amount cancelled as of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyClosing).

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal Seller and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other Purchaser acknowledge that certain expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with related to the operation or maintenance of the Property under any Service Contracts or otherwiseTransferred Assets are prepaid by Seller. Accordingly, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated apportioned between Purchaser Seller and Purchaser, with Seller as being responsible for all such expenses which are attributable to periods on or prior to the Closing Date or to goods or services provided to Seller or any of its Affiliates on or prior to the Closing Date, and Purchaser reimbursing Seller being charged and credited for all such expenses prepaid by Seller which are incurred in the ordinary course of same up business consistent with past practices and attributable to such date and periods after the Closing Date or to goods or services to be provided to Purchaser being charged and credited for all or any of same on and its Affiliates after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date: (i) prepaid rent and any other amounts prepaid under the Chelsea Lease, but the Transferred Contracts or the Shared Contracts that are assigned to and assumed by Purchaser shall make in accordance with Section 2.03(d); (ii) gas, electricity and other utility charges and services charges with respect to the Transferred Assets; and (iii) any other operating expenses or other items pertaining to the Transferred Assets that are customarily prorated between a commercially reasonable attempt to collect purchaser and a seller in the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings area in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on which the Reconciliation Date (hereinafter defined)Chelsea Facility is located. (b) On Notwithstanding anything contained in Section 3.03(a): (i) The applicable Divesting Entities shall receive the first business day entire advantage of any discounts for the prepayment by it of any Taxes, water rates or sewer rents. (ii) As to gas, electricity and other utility charges referred to in Section 3.03(a)(ii), the applicable Divesting Entities may elect to pay one or more of all of such items accrued to the Closing Date directly to the Person entitled thereto, and to the extent that such Divesting Entity so elects, such item shall not be apportioned at the Closing, and the Divesting Entities’ obligation to pay such item directly in such case shall survive the Closing. (iii) Purchaser agrees to purchase and pay for at the Closing (at the cost paid by the applicable Divesting Entity), any heating oil, propane or other fuel located at the Chelsea Facility at the Effective Time, the amount of such heating oil, propane or other fuel and the cost thereof to be determined as of the date immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year a certificate of Closing resulting from a challenge brought by either party hereto and the costs an agent or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership employee of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesapplicable Divesting Entity. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. (a) Seller shall be responsible for and shall pay all personal property taxes, ad valorem taxes and assessments which are past due or have become due with respect to any of the Restaurant Assets or the Real Property on or before the Closing Date, together with any penalty or interest thereon. The provisions of this Section 14 Seller and Buyer shall survive cause to be prorated through the Closing Date all (i) applicable personal property taxes and ad valorem taxes arising with respect to the Restaurant Assets or the Real Property for the current assessment period and (ii) accrued vacation attributable to Seller's employees (and hired by Buyer) and not yet due or paid as of the Closing Date. Seller shall, at Closing, pay Buyer an amount equal to the Seller's prorated portion of such taxes and/or accrued vacation, and Buyer thereafter shall timely pay such amount to the appropriate taxing authority or employee, respectively. If current tax bills are not available as of the Closing Date, the prior year's tax bills will be merged thereinused for purposes of making a tentative proration at the Closing, and a final proration shall be made promptly when the current tax bills are received. The Seller shall (and the Shareholders shall cause Seller to) remit any additional amounts due to Buyer within sixty (60) days of receipt of written notice thereof from Buyer (which notice shall include reasonable evidence of the taxes owed and a statement of the amount claimed of Seller). The Buyer shall remit to the Seller any excess amounts previously paid by Seller (as well as reasonable evidence of the taxes owed and a statement regarding the excess amounts) promptly upon receiving the current year's tax bills and determining the amount of such excess. (ab) At Except for insurance premiums on the policies being retained by Seller, at the Closing, all normal and customarily proratable prorated items, including, including without limitation, all ad valorem taxes maintenance fees and assessments assessed against the Propertyassessments, rent, prepaid rents Yellow Pages advertisements and other expenses and fees payable under any Leases on prepaid obligations and, to the extent available at Closing, utility services being continued to the Real Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date. Seller (or the landlord under any leases, Seller being as appropriate) shall be charged for and credited with all prorated items up to and including the Closing Date and Buyer shall be charged for and credited with all of same up to such date from and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to Premiums for Seller's insurance will not be prorated since Buyer will not assume the contrary in this Section 14, if the Property has been assessed coverage maintained by Seller. Buyer hereby acknowledges that Buyer will be solely responsible for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesobtaining Buyer's own insurance coverage. (d) At If Buyer desires to have existing utility services continued to the Real Property after the Closing, Buyer shall use its reasonable efforts to make arrangements for such continuation, including advising the provider of such utility services of changes in billing name and address and paying security deposits, if any, are required by the provider of such utility services. Buyer shall be fully responsible and shall pay on time all utility charges after Closing. If Buyer shall not have completed all changes in billing from Seller to Buyer within fifteen (15) days after Closing, Seller willmay, at its election after ten (10) days notice and in its sole discretionopportunity to cure to Buyer, either deliver take actions it deems appropriate to absolve itself of further liability to the utility companies, including but not limited to instructions to terminate services. Whether existing utility services to the Real Property are continued or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Furtherdiscontinued, Seller will be credited at Closing with the amount of any and all deposits held on behalf by the providers of such utility services shall be paid to Seller. (e) The provisions of this Section 1.5 shall survive the Closing. (f) Buyer and Seller by utility companies with respect to the Propertyshall share, co-equally, all real property/title company closing costs including, but not limited to, title insurance, surveys, filing fees and document preparation.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided herein or in the Time Brokerage Agreements, all normal income and customarily proratable itemsexpenses arising from the conduct of the business and operations of the Cox Stations and the AFM Stations shall be prorated between Cox and AFM in accordance with generally accepted accounting principles as of 12:01 a.m., includingon the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not reasonably capable of being ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in Sections 4.2(c) and 4.2(d); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to AFM a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt detail the basis for those determinations) (the "Cox Proration Schedule"). The Cox Proration Schedule shall be conclusive and binding upon AFM unless AFM provides Cox with written notice of objection (the "Notice of Disagreement") within thirty (30) days after AFM's receipt of the Cox Proration Schedule, which notice shall state the prorations of expenses proposed by AFM ("AFM's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to collect accept or reject AFM's Proration Amount. Payment by AFM or Cox, as the same case may be, of the proration amounts determined pursuant to this Section 4.2(c) shall be due fifteen (15) days after the last to occur of (i) AFM's acceptance of the Cox Proration Schedule or failure to give Cox a timely Notice of Disagreement and (ii) ▇▇▇'▇ acceptance of AFM's Proration Amount or failure to reject AFM's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Within ninety (90) days of the Closing Date, AFM shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for Sellerthose determinations) (the "AFM Proration Schedule"). The AFM Proration Schedule shall be conclusive and binding upon Cox unless Cox provides AFM with a Notice of Disagreement within thirty (30) days after ▇▇▇'▇ receipt of the AFM Proration Schedule, which notice shall state the prorations of expenses proposed by ▇▇▇ ("▇▇▇'▇ Proration Amount"). AFM shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject ▇▇▇'▇ Proration Amount. Payment by Cox or AFM, as the case may be, of the proration amounts determined pursuant to this Section 4.2(d) shall be due fifteen (15) days after the last to occur of (i) ▇▇▇'▇ acceptance of the AFM Proration Schedule or failure to give AFM a timely Notice of Disagreement and (ii) AFM's benefit after Closingacceptance of ▇▇▇'▇ Proration Amount or failure to reject ▇▇▇'▇ Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; and (e) In the event of any disputes between the parties as to the prorations and adjustments described in this Section, but the amounts not in dispute shall not nonetheless be paid at the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or AFM or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by AFM. Any payment required by Cox to initiate legal proceedings AFM or by AFM to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in the United States as designated by such attemptparty in the AFM Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or AFM fails to pay when due any amount under Section 4.2(c) or 4.2(d), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such collectionsinterest shall be payable upon demand. Notwithstanding the provisions of Section 4.2(c), (d) and (e) of this Agreement, if any, shall the amount of any taxes to be accounted for between Purchaser and Seller on the Reconciliation Date prorated pursuant to this Section 4.2 is not known by ninety (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6090) days after the Closing Date, or then the amount will be estimated as of such other date as may be agreed upon in writing by Seller date, and Purchaser (in any eventonce the amount of such taxes is known, the “Reconciliation Date”), Seller hereby agrees AFM shall pay to cause to be paid to PurchaserCox, or Purchaser hereby agrees to Cox shall pay to SellerAFM, as the case may be, the net amount due as a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for actual apportionment of such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Business and Purchased Assets that are attributable to a period commencing prior to the Closing Date and terminating on or after the Closing Date, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but expressly excluding Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closing, but shall not be required units used to initiate legal proceedings compute the item in such attemptquestion, and such collectionsotherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, shall be accounted on or with respect to the ownership, lease, maintenance or operation of the Business and Purchased Assets; (ii) Rent and all other items (including prepaid services), in each case, payable by or to Seller under any of the Seller's Agreements assigned to and assumed by Buyer hereunder; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; and (iv) Sewer rents and charges for between Purchaser water, telephone, electricity and Seller on the Reconciliation Date (hereinafter defined)other utilities. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.6(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.6(a), if actual amounts are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party, if practicable, on the date of the payment of the Closing Adjustment Amount pursuant to Section 3.4(c) or otherwise within sixty (60) days after the Closing Date, or date that the previously unavailable actual amounts become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any eventorder to confirm all proration calculations made pursuant to this Section 3.6. Notwithstanding anything to the contrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.6 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, as to (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.7(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, includingThe items listed below shall be prorated, without limitationduplication with any Purchase Price adjustment provided for in the Equity Purchase Agreement, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up with Showco having the benefit or bearing the responsibility to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Clearsho having the benefit or bearing the responsibility to collect the same for Seller's benefit extent such items relate to any period on or after Closingthe Closing Date: (i) Personal property Taxes, but shall not be required to initiate legal proceedings in such attempt, assessments and such collectionsother charges, if any, shall be accounted for between Purchaser on or with respect to the ownership, lease, maintenance or operation of the Assets; and (ii) Taxes, revenues, expenses and Seller on all other items payable by or to Showco under any of the Reconciliation Date Showco Agreements (hereinafter definedother than revenues and accounts receivable which the parties to the Equity Purchase Agreement considered in reaching the Purchase Price as defined therein). (b) On After the first business day immediately prior Closing, Showco and Clearsho shall promptly reimburse each other any amount paid by the other Party or Parties that relates to the day period for which is sixty (60) days after the other has the benefit or bears responsibility under Section 2.4(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 2.4(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within thirty days after the date that the previously unavailable actual figures become available. Showco and Clearsho shall furnish each other date with such documents and other records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes2.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Purchaser and Seller shall apportion as of 11:59 p.m. (Charlotte, North Carolina time) on the day preceding the Closing, the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of obligations set forth in this Section 14 shall survive the Closing. The items to be adjusted are: 14.1.1. city, state, county, school, ad valorem taxes and other assessments for the fiscal year of sale; should such proration be inaccurate based on the actual millage set forth on the ad valorem tax b▇▇▇ if the current tax b▇▇▇ has not been received by the date of the Closing, either party may demand after the date of Closing, that such taxes and assessments be reprorated based on the actual b▇▇▇ and shall be entitled to receive upon demand, any amount owing to such party based on such reproration; however, notwithstanding the foregoing, there shall be no proration with respect to the portion of ad valorem taxes to be paid by any tenant directly to the applicable Governmental Authority; 14.1.2. all base rent, percentage rent and additional rent and similar charges (collectively, the "Rent") to the extent collected by Seller. To the extent that Seller receives Rent after the Closing, the same shall be promptly applied in accordance with the terms of this Section 14.1.2 and, if applicable, delivered to Purchaser. Any Rent from a Tenant after the Closing shall be applied in the following order of priority: (1) First, to any rents then owing for any calendar month or months following the calendar month in which the Closing occurred; and (2) Second, to the rents owing for the calendar month in which the Closing occurred; and (3) Third, to rents owing for any calendar month or months preceding the calendar month in which the Closing occurred until the Tenant, under the applicable Lease, is current. For a period of one hundred eighty (180) days after the Closing, Purchaser shall b▇▇▇ Tenants for all amounts due under their Leases accruing prior to the Closing (including, without limitation, base rent, additional rent, percentage rent or other Tenant charges for the year 2014) and shall use commercially reasonable efforts to collect from Tenants any base rent, additional rent, percentage rent or other tenant charges owing with respect to the period prior to the Closing. To the extent delinquent amounts for base rents, additional rents, percentage rents and other tenant charges for the period prior to the Closing ("Delinquent Rents") are collected by Purchaser, subject to clauses 1, 2 and 3 above, such amounts, net of reasonable, out of pocket costs of collection, including without limitation, reasonable attorney's fees, shall be paid to Seller no later than thirty (30) days following the date on which such amounts have been received by Purchaser or its agent. Purchaser shall not be merged thereinobligated to expend any funds or commence legal proceedings to collect any Delinquent Rents. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any Delinquent Rents. (a) At Purchaser shall be entitled to a prorata portion of such percentage rent payment based on the number of days within the applicable percentage rent fiscal year period that Purchaser owned the Project and (b) Seller shall be entitled to a prorata portion of such percentage rent payment based on the number of days within the applicable percentage rent period that Seller owned the Project. No later than April 30, 2015 (the "Final Adjustment Date"), Seller and Purchaser shall make a final adjustment in accordance with the provisions of this Section 14.1 of percentage rent and other items of additional rents for which final adjustments or prorations could not be determined at the Closing, all normal if any, because of the lack of actual statements, bills or invoices for the current period, the year end adjustment of common area maintenance, taxes and customarily proratable like items, includingthe unavailability of final sales figures or amounts for percentage rent or any other reason. Any net adjustment in favor of Purchaser or Seller is to be paid in cash by the other no later than thirty (30) days after such final adjustment has been made. 14.1.3. To the extent Tenants pay monthly estimates of common area maintenance charges, without limitationinsurance premiums, all ad valorem taxes and assessments assessed against similar expenses (collectively, "Charges") with an adjustment at the Propertyend of each fiscal year applicable to Charges, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, they shall be prorated in accordance with this Section 14.1.3. Until the adjustment described in this Section 14.1.3 is made, all amounts received by Seller as interim payments of Charges before the Closing Date shall be retained by Seller, except that all interim payments received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Purchaser based upon the number of days in that month and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. All amounts received by Purchaser as interim payments of Charges on or after the Closing Date shall be retained by Purchaser until year end adjustment and determination of Seller's allocable share thereof except to the extent provided in Section 14.1.2 above. No later than the Final Adjustment Date, Seller's allocable share of actual Charges for Leases in effect as of the Closing Date shall be determined by multiplying the total payments due from each Tenant for such fiscal year (the sum of estimated payments plus or minus year end adjustments) by a fraction, the numerator of which is Seller's actual cost of providing common area maintenance services and taxes (as the case may be) prior to the Closing Date (within that portion of the fiscal year in which the Closing Date occurs in which the applicable Lease is in effect), and the denominator of which is the cost of providing such services and paying such taxes for the entire fiscal year (or that portion of the fiscal year in which the applicable Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller prior to the Closing Date, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Purchaser of the excess owed Purchaser, such excess to Purchaser. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share, Purchaser shall remit, within thirty (30) days after notice from Seller of the amount owed Seller, such amount to Seller to the extent received from the Tenants of the Property. 14.1.4. All other income and all operating expenses of the Project for the assumed Contracts and public utility charges and charges and/or payments under the REAs with respect to the Project shall be prorated at the Closing effective as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final b▇▇▇ to Seller with Purchaser being designated the billing party in relation lieu of Seller for all utilities that may be in the name of Seller from and after the Closing Date. Notwithstanding anything herein to rents not collected the contrary, the management agreement and leasing agreement, if any, for the Property shall be terminated as of the Closing Date, but Purchaser Date and there shall make a commercially reasonable attempt to collect the same for Seller's benefit after be no apportionment of any fees or charges thereunder. 14.1.5. At Closing, but shall not be required any prepaid rents attributable to initiate legal proceedings in such attempt, periods from and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected security deposits under the Leases (together with any interest accrued thereon) shall be transferred to Purchaser either directly or by way of a credit in favor of Purchaser. 14.1.6. If, at Closing, the Property or any part thereof shall have been affected by an assessment or assessments, which are or may become payable in annual installments, of which the first installment is then a charge or lien, then for the purposes of this Agreement, all the unpaid installments of any such assessment due and payable in calendar years prior to the year in which the Closing occurs shall be paid by Seller and all installments becoming due and payable after the Closing shall be assumed and paid by Purchaser, except, however, that any installments which are due and (b) any savings resulting from any tax abatements on payable in the Property for calendar year in which the year of Closing resulting from a challenge brought by either party hereto and the costs occurs shall be adjusted pro rata. However, if such an assessment or expenses incurred by the challenging party assessments shall be due in that regardone lump sum payment, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else then to the contrary extent such assessment(s) is for improvements in this Section 14, if the Property has been assessed for property tax purposes at such rates place as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Propertydate of this Agreement, Purchaser hereby agrees then such assessment(s) shall be paid by Seller but if such assessment(s) is for improvements to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At be made subsequent to the date of Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held the same shall be paid by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyPurchaser.

Prorations. (a) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than ninety (90) calendar days thereafter, the water, gas, electricity and other utilities, local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Purchased Assets shall be prorated between the Seller, on the one hand, and the Purchaser, on the other hand, effective as of the Effective Time with the Seller being responsible for amounts related to the period prior to but excluding the Closing Date and the Purchaser being responsible for amounts related to the period on and after the Closing Date. The Parties shall use commercially reasonable efforts to cause utility meter readings to be determined as of the Effective Time or as close thereto as reasonably practicable; provided, however, that if a Party’s proration for a particular amount owed under this Section 1.6 cannot be determined due to the unavailability of the necessary information on the appropriate invoice or remittance statement, then the proration shall be calculated on a per day basis using the number of days in the respective Party’s period. If the Purchaser fails to pay any utility bill and payment is demanded from the Seller, and the Seller pays the utility bill, then the Purchaser shall promptly reimburse the Seller for payment of any such utility bill. If the Purchaser fails to effect the transfer to it of utility services within one hundred and twenty (120) days following Closing, the Seller shall then have the option, in the Seller’s discretion, to inform the utility provider to discontinue the utility service, without any liability to the Seller for such discontinuance. (b) All income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Purchased Assets prior to the Effective Time shall be the property of the Seller and to the extent received by the Purchaser or its Affiliates, the Purchaser shall promptly and fully disclose, account for and transmit the same to the Seller. All income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Purchased Assets on and after the Effective Time shall be the property of the Purchaser and to the extent received by the Seller or its Affiliates, the Seller shall promptly and fully disclose, account for and transmit the same to the Purchaser. (c) The provisions of this Section 14 1.6 shall survive Closing and not be merged thereinthe Closing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance The agreed upon value of the Property under any Service Contracts or otherwise, including, assets contributed to the Company pursuant to Section 5.1(a) and (d) were derived taking into account capital expenditures incurred prior to the date hereof and without limitation, all utilities servicing the Property, taking into account prorations for items that would customarily be pro rated between buyers and any dues and assessments sellers of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)real estate. (b) On the first business day immediately prior or before September 20, 1997, Whitehall and WCPT shall collectively determine and calculate, with respect to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventeach Property, the “Reconciliation Date”)apportionment of real estate taxes, Seller hereby agrees to cause utilities and other expense items (but not items of income, which are to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, allocated as provided in Section 2.8) which are customarily apportioned between buyers and sellers of real estate (the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the "Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofProrations"). (c) Notwithstanding anything else On the first Business Day of October, 1997, with respect to each Property and with reference to the contrary in this Section 14Initial Closing Date or Additional Closing Date, as appropriate, if (i) the Property has been assessed for property tax purposes at Closing Date Proration shall be a credit to sellers of such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees the Company shall remit to pay all WCPT (if such taxes and Purchaser Property is a WCPT Property) or to Whitehall (if such Property is a Whitehall Property or a Whitehall Additional Property) an amount equal to the Closing Date Proration or (ii) the Closing Date Proration shall and does hereby indemnify and save Seller harmless from and against all claims and liability for be a credit to the buyer of such taxesProperty, WCPT (if such Property is a WCPT Property) or Whitehall (if such Property is a Whitehall Property or a Whitehall Additional Property) shall remit to the Company an amount equal to the Closing Date Proration. (d) At ClosingIf the first Business Day of October, Seller will1997, at its election shall occur before the tax rate or the assessed valuation of any Property is fixed for the then current year, the apportionment of taxes to be made pursuant to this Section 2.9 shall be made upon the basis of the tax rate for the preceding year applied to the latest assessed valuation (or upon the best estimate available). Subsequent thereto, when the actual tax assessment is fixed, the parties hereto agree to adjust such proration. (e) Notwithstanding anything to the contrary contained herein, the unfunded tenant improvement allowances and outstanding brokerage commissions relating to certain Whitehall Properties, as set forth on Schedule 2.9 hereto, shall be payable by, and be the responsibility of, the party set forth in such Schedule. To the extent that the Company pays any of such amounts for which Whitehall is the responsible party (as set forth on Schedule 2.9), Whitehall shall promptly reimburse the Company therefor without any increase in its sole discretionCapital Account, either deliver Percentage Interests or credit Membership Units. (f) No amounts paid pursuant to Purchaser this Section 2.9 or Section 2.8 above by or to WCPT, Whitehall, the Company or any and all tenant security deposits then actually held by Seller under Leases covering Subsidiary of the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with Company shall in any way affect the amount Capital Account or Percentage Interest of any and all deposits held on behalf Member or the number of Seller Membership Units owned by utility companies with respect to the Propertyany Member.

Prorations. The provisions Each of this Section 14 the following shall survive be apportioned between Seller and Buyer as of the close of business on the day immediately preceding the Closing Date (the “Cut-Off Time”), on the basis of the actual number of days of the month that shall have elapsed as of the Cut-Off Time and not be merged therein. based upon the actual number of days in the month and a 365 day year: (aA) At Closingwater, all normal sewer, gas, electric, vault and customarily proratable itemsfuel charges, includingif any (unless separately billed to Seller for usage prior to the Cut-Off Time and to Buyer from and after the Cut-Off Time); (B) real estate Taxes, without limitationand general or special assessments on the Real Property, all ad valorem taxes and assessments or any other governmental Tax or charge levied or assessed against the Real Property, but, in each case, only for the annual installment for the fiscal year in which the Closing Date occurs; and (C) any other charge, amount, cost or expense customarily prorated in the jurisdiction in which the Real Property is located, including rent, security deposits, prepaid rents and other expenses credits, free rent credits, and fees payable under any Leases on credits in respect of tenant improvements, leasing commissions and capital expenditures. The parties acknowledge and agree that the Property, prepaid purpose and accrued but unpaid expenses incurred in connection with the operation or maintenance intent of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as provisions set forth in this Section 14(b2.07(f) hereinbelowas to prorations and adjustments is that Seller shall bear the expenses of the ownership and operation of the Real Property for which buyers and sellers would customarily prorate or apportion and shall receive the income therefrom accruing through the Cut-Off Time and Buyer shall bear such expenses and receive such income accruing thereafter. To the extent the adjustments described in this Section 2.07(f) cannot be made at Closing because applicable amounts cannot be finally ascertained, all the parties shall make such prorations will be adjustments at Closing based on the best available information, subject to reasonably prompt adjustment upon receipt of the final report, distribution or other evidence of the applicable amounts as herein provided. The foregoing allocations and not adjustable. No prorations adjustments shall be made in relation shown on a closing statement (with such supporting documentation as the parties may reasonably require being attached as exhibits to rents not collected as of the Closing Date, but Purchaser such statement) and shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date increase or decrease (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment ) the Purchase Price payable by Buyer. Any discrepancy resulting from such recomputation and any errors or omissions in an amount which reflects (i) net adjustments to any prorations made computing apportionments at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on or after the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofshall be promptly corrected. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of Notwithstanding anything to the contrary contained in this Section 14 Option Agreement, Owner shall survive Closing and not be merged therein. (a) At pay in full on or before Closing, all normal and customarily proratable itemspersonal property taxes, including, without limitation, all ad valorem general real estate taxes and installments of special assessments assessed against related to the PropertySection 33 Property and the Section 27 Property that become delinquent prior to the year of Closing. All personal property taxes, prepaid rents general real estate taxes, and other expenses and fees payable under special assessments (including any Leases on the Property, prepaid and accrued but unpaid expenses incurred installments of special assessments) in connection with the operation or maintenance respect of the Section 33 Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for that become delinquent in the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except treated as set forth in Section 14(b) hereinbelow, all such prorations will be final current and not adjustable. No prorations shall be made in relation to rents not collected prorated as of the date of the Closing; provided, however, if B▇▇▇▇▇▇ has elected to reserve the Life Estate, then B▇▇▇▇▇▇ shall be responsible for the full amount of personal property taxes, general real estate taxes and special assessments (including any installments of special assessments) levied or assessed against the Life Estate Surface Area, including the Residence and the improvements located thereon that become delinquent in the year of the Closing Dateand that thereafter become delinquent at any time during the term of the Life Estate. All personal property taxes, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptgeneral real estate taxes, and such collections, if any, shall be accounted for between Purchaser and Seller on special assessments (including any installments of special assessments) in respect of the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon Section 27 Property that become delinquent in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought shall be paid by either party hereto Owner and the costs or expenses incurred by the challenging party in that regardshall not be prorated. Owner shall be responsible for and shall timely pay all personal property taxes, general real estate taxes, and special assessments (iiincluding any installments or special assessments) any costs that are levied or assessed in respect of the Section 27 Property in or after the year of the Closing; provided that Optionee shall be responsible for and expenses incurred by Purchaser under shall timely pay all real estate taxes that are levied or assessed in respect of the Section 32.(b)(ii) hereof. (c) 27 Mineral Interests in or after the year of the Closing. Notwithstanding anything else to the contrary contained in this Section 1414(vi), if nothing in this Section 13(vi) shall be construed to supersede any provision in this Option Agreement or the Property has been assessed for property tax purposes at such rates as would result Deed relating to Beverly’s payment of taxes, assessments or other obligations in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership respect of the PropertyLife Estate, Purchaser hereby agrees should she elect to pay all such taxes and Purchaser reserve the same. All utility charges for periods prior to Closing shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held be paid by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect Owner unless related to the Propertyactivities of Optionee in respect of this Option Agreement, all of which shall be paid by Optionee.

Prorations. The provisions following shall be prorated as of this Section 14 shall survive 11:59 p.m. Eastern time on the day immediately preceding the Closing Date and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed adjusted against the Property, prepaid Purchase Price due at Closing: (i) rents and any other expenses amounts accrued under the GSA-IRS Lease and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of allocable to the Property under any Service Contracts or otherwisethe GSA-IRS Rent Allocation Agreement; (ii) personal property Taxes, includinginstallment payments of special assessment liens, without limitationsewer charges, all utilities servicing the Property, water and any dues and assessments of home or condominium owners’ associations, other utility charges (utility charges shall be prorated between Purchaser based on the last reading of meters prior to Closing, which reading shall be requested by Seller no more than thirty (30) days prior to the Closing Date, if possible) and Seller Property Expenses accrued as of the Closing Date, Seller being charged subject to Section 4.2(b) hereof; and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If (iii) amounts owed by the assessments for Property Owner Subsidiary under any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected Contracts as of the Closing Date, but Purchaser Date (other than management fees under the existing property management agreement). All other items ordinarily and customarily prorated between buyers and seller in transactions similar to the Transactions shall make a commercially reasonable attempt to collect be prorated in accordance with the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings manner in which such items are customarily apportioned in the City of Philadelphia in such attempttransactions. Notwithstanding anything to the contrary contained herein, all apportionments and such collections, if any, prorations made hereunder shall be accounted for between Purchaser and Seller based on the Reconciliation Date (hereinafter defined). (b) On number of days of ownership of the first business day immediately prior Property in the period applicable to the day which is sixty apportionment, with Purchaser entitled to rents and other income (60and responsible for expenses accruing) days from and after the Closing Date. Prorations of annual payments will be made based on the number of days of ownership in the applicable annual period. If any of the foregoing items to be adjusted and/or distributed are not available at Closing, then the adjustment shall be made subsequent to Closing when the charge is determined. Any monies collected by Purchaser or such Seller after Closing which are the property of the other date as may party pursuant to this Section (but taking account of any credits given to either Party at Closing) shall be agreed upon held in writing trust by the Party receiving same and be paid over to the other Party within two (2) Business Days. Such monies shall be paid over and applied in the following priority: (A) first, on account of rents due to Seller and Purchaser (and pro-rated between them as of the date of Closing Date) for the month in which Closing occurs; (B) then, on account of rents due to Seller for any eventmonth prior to the month of Closing less the reasonable costs of collection; provided, however, that Purchaser shall not be obligated to take any steps to recover any rent arrearages (other than billing tenants in the “Reconciliation Date”ordinary course), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, ; and (bC) any savings resulting from any tax abatements then, on the Property account of rents due to Purchaser for the year periods on and after Closing. The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxessurvive Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable itemsRents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by the Tenant under its Lease, all ad valorem as and when actually collected; real property taxes and assessments assessed against assessments; all other income from the Property; water, prepaid rents sewer and other expenses and fees utility charges; amounts payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseother agreements or documents; 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 prepaid by Seller), 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 day of Closing), on the basis of a three hundred sixty-five (365) day year. All expenses under this Section 8.5 shall be prorated based upon the periods to which they relate and are applicable, regardless of when they are payable. Buyer shall reimburse Seller and Seller shall credit Buyer for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If the Tenant shall specifically designate a payment, other than a monthly installment of rent, as being attributable to a specific period of time or for a specific purpose, including, without limitation, all utilities servicing for operating expenses or real estate tax payments which were not paid or were underpaid by the PropertyTenant 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, any payment received from the 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 Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any dues rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and assessments other sums owing to Seller. Seller retains the right to collect any such rents and other sums from the Tenant after Closing; provided, however, that Seller shall have no right to cause the Tenant to be evicted or to exercise any other landlord remedy against the Tenant other than to ▇▇▇ for collection and provided further that Seller shall give Buyer thirty (30) days’ prior written notice before filing suit against the Tenant. To the extent any expenses or charges for the Property are paid by the Tenant to the landlord under its Lease on an estimated basis, for which a future reconciliation of home actual to estimates is to be performed, Seller and Buyer agree that: (i) (A) Seller shall be responsible to send all reconciliations of such costs and expenses for 2010 prepared by Seller and delivered to Buyer, (B) Seller and Buyer shall cooperate as necessary to prepare such reconciliations, (C) Buyer shall be responsible for collecting from the Tenant and paying to Seller any amounts owed to Seller related thereto if and when received by Buyer, and (D) Seller shall be responsible to pay Buyer any overpayments of such costs and expenses owed to the Tenant, which payment obligations to Seller or condominium owners’ associationsBuyer, as applicable, shall survive Closing, and (ii) Seller and Buyer shall make a preliminary adjustment at Closing with respect to such costs and expenses for 2011 based on a comparison for the Tenant premises of the actual expenses for the Property paid by Seller for 2011 as of the Closing Date allocable to that space to the estimated expenses for the Property paid by the Tenant to Seller for 2011 (the “Tenant Payments”). The preliminary adjustment for 2011 shall be prorated between Purchaser and calculated as follows: to the extent the Tenant Payments made to Seller as of the Closing Date, Seller being charged and credited for all of same up Date with respect to such date and Purchaser being charged and credited for all of same on and after such date. If 2011 exceed the assessments for any such proratable items actual expenses for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected Property paid by Seller as of the Closing DateDate with respect to 2011 allocable to that space, but Purchaser Buyer shall receive a credit for the excess Tenant Payments. To the extent actual expenses for the Property paid by Seller for 2011 as of the Closing Date allocable to that space exceed the Tenant Payments as of the Closing Date for 2011, Buyer shall pay Seller such amount when and to the extent such payments are collected from the Tenant. Subsequent to Closing, Buyer shall assume all rights and obligations to collect from or pay to the Tenant any reconciliation amounts. Any prorations based on an estimated basis shall be subject to reproration upon the final determination of such amounts. The amount of any cash security deposit held by Seller under the Lease shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposit). If the security deposit is held in the form of a letter of credit, Seller shall (i) deliver the original letter of credit to Buyer at Closing, (ii) execute and deliver at Closing such other instruments as the issuer of such letter of credit shall reasonably require in order to cause the named beneficiary under such letter of credit to be changed to Buyer, and (iii) provide Buyer with a credit at Closing against the Purchase Price in the amount of any transfer costs associated with such transfer. 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. 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 received from the Tenant, such amount have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date 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 parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from the Tenant from and after Closing and to the manner in which such payments were applied, and shall make a commercially their books and records available for inspection by the other party during ordinary business hours upon reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, advance notice. Buyer shall be accounted entitled to receive a credit against the Purchase Price at Closing for between Purchaser the amount of the rent subsidy to the extent more particularly set forth in Exhibit G attached hereto and Seller on the Reconciliation Date (hereinafter defined)made a part hereof. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects Buyer shall pay: (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to one-half (a1/2) any of the escrow charges and all rents delinquent recording fees; (ii) the title insurance costs in connection with the deletion of the area and unpaid on boundary exception from the Closing Date Title Policy and subsequently collected by Purchaserany endorsement or reinsurance charges; (iii) the cost of any update of the Survey; and (iv) all of its own legal fees. Seller shall pay: (i) one-half (1/2) of the escrow charges; (ii) the cost of “standard” coverage for the Title Policy (excluding the premium for the deletion of the area and boundary exception); (iii) all transfer taxes, (iv) all fees and costs related to the assignment of the Ground Lease, and (bv) all of its own legal fees. The parties will execute and deliver any savings resulting from any required transfer or other similar tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else declarations to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller appropriate governmental entity at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Subject to Section 14 shall survive Closing and not be merged therein. (a) At Closing2.4(b), all normal expenses arising from the operation of the Channel, including business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyAssets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser PCC and Seller as Travel in accordance with the principle that Travel shall be responsible for all expenses, costs, liabilities, and obligations allocable to the operations of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Channel for the year of Closing have not yet been made, then any such prorations shall be based upon period prior to the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptEffective Time, and such collectionsPCC or the Designated Affiliate, if anyapplicable, shall be accounted responsible for between Purchaser all expenses, costs, liabilities, and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior obligations allocable to the day which is sixty (60) days operations of the Channel for the period after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, Effective Time. To effectuate the “Reconciliation Date”proration of expenses pursuant to this Section 2.4(a), Seller hereby agrees but subject to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a2.4(b), above, as Travel shall receive a credit equal to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by Travel and all deposits held on behalf of Seller by utility companies with respect are allocable to the Propertyoperations of the Channel for the period after the Effective Time and PCC shall receive a credit equal to the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by PCC or the Designated Affiliate, if applicable, and are allocable to the operations of the Channel for the period before the Effective Time. Any determination whether any expense, cost, liability, or obligation is allocable to or relates to the period before or after the Effective Time, for purposes of calculating prorations pursuant to this Section 2.4(b) or the assumption of liabilities and obligations pursuant to Section 2.5 (or the exclusion therefrom pursuant to Section 2.6(c)) shall be based on the extent to which all facts and circumstances necessary for the accrual of such expense, cost, liability, or obligation in accordance with generally accepted accounting principles have been satisfied as of the Effective Time, except that any payment obligation arising under any Programming Agreement that is an Assumed Contract shall be allocable to and shall relate to the period during which the payment is required to be made.

Prorations. The provisions of this Section 14 following adjustments to the Purchase Price paid hereunder shall survive be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing and not be merged therein.Date: (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem All real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other installments of special assessments not yet due and payable shall be paid by Purchaser. If at the time of Closing the tax rate or the assessed against valuation for the Propertycurrent year has not yet been fixed, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, taxes shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior tax rate and the assessed valuation established for the previous tax year’s assessments. Except as set forth in Section 14(b) hereinbelow; provided, all such prorations will be final however, that Seller and not adjustable. No prorations shall be made in relation Purchaser agree that to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect extent the same actual taxes for Seller's benefit after the current year differ from the amount so apportioned at Closing, but shall not be required to initiate legal proceedings in such attemptthe parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and such collections, if any, this provision shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)survive Closing. (b) On Charges under service agreements, utility charges for which Seller is liable, and other operating expenses of the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may Property shall be agreed upon in writing by prorated between Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary Refundable cash or other refundable deposits posted with utility companies or other entities in this Section 14, if connection with the Property has been assessed for property tax purposes shall, at Sellers’ option, either be assigned to Purchaser and credited to Seller at Closing, or Seller shall be entitled to receive and retain such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes refundable cash and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesdeposits. (d) At ClosingThe Personal Property is included in this sale, without further charge, except that Purchaser shall pay to Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf sales or similar taxes payable in connection with the Personal Property which is to be transferred to Purchaser under this Agreement and Purchaser shall execute and deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (e) All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as appropriate, the amount of cash to be paid by Purchaser to Seller by utility companies with respect to at Closing. Except for the Propertyproration of taxes described in Section 4.4(a) above, all prorations provided for herein shall be final. The proration of taxes described in Section 4.4(a) above shall be deemed final if no adjustment thereto is requested within one (1) year after Closing.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of least five (5) Business Days prior to the Closing Date, Seller being charged and credited for all of same up shall provide to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year Seller’s estimate of Closing have not yet been madeDate Net Working Capital (the “Estimated Closing Date Net Working Capital”), then any such prorations including the calculation thereof. Such estimate shall be made by Seller in good faith and in accordance with GAAP and shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations on information which shall be made in relation disclosed to rents not collected as of Purchaser when the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Adjustment Estimate is delivered. (b) On After the first business day immediately prior Closing Date, Seller and Purchaser shall cooperate and provide each other access to their respective books, records and employees as are reasonably requested in connection with the day which is sixty matters addressed in this Section 2.06. Within 60 days after the Closing Date, Purchaser shall determine the Closing Date Net Working Capital and shall provide Seller with written notice of such determination, along with reasonable supporting information and calculations (60the “Purchaser’s Determination”). (c) If Seller objects to Purchaser’s Determination, then it shall provide Purchaser written notice thereof within thirty (30) days after receiving Purchaser’s Determination; provided, that Seller and Purchaser shall be deemed to have agreed upon all items and amounts that are not disputed by Seller in such written notice. If the Parties are unable to agree on the Closing Date Net Working Capital within one hundred twenty (120) days after the Closing Date, or the Parties shall refer such other date as may be agreed upon in writing by dispute to a firm of nationally recognized independent public accountants mutually acceptable to Purchaser and Seller and Purchaser (in any event, the “Reconciliation DateIndependent Accountant”), which firm shall make a final and binding determination as to only those matters in dispute with respect to this Section 2.06(c) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountant shall not have the power to modify or amend any term or provision of this Agreement and the determination of the Independent Accountant, if not in accordance with the position of either Seller hereby agrees or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts presented in Purchaser’s Determination or in Seller’s written disagreement of such calculation. The fees, expenses and costs of the Independent Accountant in connection with such determination shall be borne by Seller, on the one hand, and by Purchaser, on the other hand, based upon the percentage that the amount not awarded to cause such Party bears to be paid the amount actually contested by such Party. If Seller does not object to Purchaser’s Determination within the time period and in the manner set forth in the first sentence of this Section 2.06(c) or if Seller accepts Purchaser’s Determination, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date Net Working Capital set forth in Purchaser’s Determination shall become final and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on binding upon the Property Parties hereto for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax all purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxeshereunder. (d) At Closing, If (i) the Closing Date Net Working Capital (as finally agreed upon between Purchaser and Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held as finally determined by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.Independent Accountants) minus

Prorations. The provisions Purchase Price shall be increased or decreased as required to effectuate the proration of this Section 14 shall survive Closing expenses relating to the operation of KOFY. All expenses arising from the operations of KOFY and not be merged therein. (a) At Closingincurred by KOFY, all normal including tower rental, business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyBroadcasting Assets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, employee compensation (including wages and salaries, accrued sick leave, severance pay and personal days) and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser Pacific and Seller as of Stockholders in accordance with the Closing Date, Seller being charged and credited principle that Stockholders shall be responsible for all expenses, costs and liabilities allocable to the operations of same up KOFY for the period on or prior to such date and Purchaser being charged including the Effective Time, and credited Pacific shall be responsible for all expenses, costs and obligations allocable to the operations of same on and after such date. If the assessments for any such proratable items KOFY for the year of Closing have not yet been madeperiod after the Effective Time as determined in accordance with Section 2.2.3 below, then any such prorations subject to the following: (a) There shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelowno adjustment for, all such prorations will be final and not adjustable. No prorations Stockholders shall be made in relation to rents not collected as of the Closing Datesolely liable with respect to, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Liabilities and such collections, if any, shall be accounted for between Purchaser obligations under any Contracts listed on Schedule 1-F and Seller on the Reconciliation Date (hereinafter defined)under any Employee Benefit Plans and any other Excluded Pacific Liability. (b) On Payments due under film or programming license agreements for the first business day immediately prior to the day month in which is sixty (60) days after the Closing Date, or such other date as may occurs shall be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid prorated based on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements number of days in such month on or before the Property for the year of Closing resulting from a challenge brought by either party hereto Effective Time and the costs or expenses incurred by number of days in such month after and including the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofEffective Time. (c) Notwithstanding anything else to There shall be no adjustment for any difference between the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership value of the Propertygoods or services to be received by Pacific as of the Effective Time under trade or barter agreements relating to KOFY and the value of any advertising time remaining to be run by Pacific as of the Effective Time under trade or barter agreements relating to KOFY; provided, Purchaser hereby agrees however, that this provision shall not apply to pay all such taxes barter arrangements that do not arise under programming contracts, and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closingwhich pertain to goods or services to be retained by Shareholders after the Effective Date, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller which will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyprorated.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income and expenses arising from the conduct of the business and operations of the Cox Stations and the RRC Station on the one hand, all normal and customarily proratable itemsthe Salem Station, includingon the other hand, shall be prorated between Cox and Salem in accordance with generally accepted accounting principles as of 12:01 a.m., on the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall use commercially reasonable efforts to provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in SECTIONS 4.2(C) and 4.2(D); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to Salem a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt to collect detail the same basis for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be accounted for between Purchaser conclusive and Seller on binding upon Salem unless Salem provides Cox with written notice of objection (the Reconciliation Date "Notice of Disagreement") within one hundred twenty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or such other date as may be agreed upon in writing reject Salem's Proration Amount. Payment by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, Salem or Purchaser hereby agrees to pay to SellerCox, as the case may be, a payment in an amount which reflects of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) net adjustments Salem's acceptance of the Cox Proration Schedule or failure to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year give Cox a timely Notice of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, Disagreement and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(iiCox'▇ ▇▇▇eptance of Salem's Proration Amount or failure to reject Salem's Proration Amount within fifteen (15) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon days of receipt of a change in land usage or ownership Notice of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.Disagreement; (d) At ClosingWithin ninety (90) days of the Closing Date, Seller willSalem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox'▇ ▇▇▇ration Amount"). Salem shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject Cox'▇ ▇▇▇ration Amount. Payment by Cox or Salem, as the case may be, of the proration amounts determined pursuant to this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox'▇ ▇▇▇eptance of the Salem Proration Schedule or failure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox'▇ Proration Amount or failure to reject Cox'▇ ▇▇▇ration Amount within fifteen (15) days of receipt of a Notice of Disagreement; and (e) In the event of any disputes between the parties as to the prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid at its election the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in its sole discretionthe United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either deliver Cox or credit Salem fails to Purchaser pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and all tenant security deposits then actually held by Seller under Leases covering such interest shall be payable upon demand. Notwithstanding the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Furtherprovisions of SECTION 4.2(C), Seller will be credited at Closing with (D) and (E) of this Agreement, if the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the Closing Date, then the amount will be estimated as of such date, and all deposits held on behalf once the amount of Seller by utility companies with respect such taxes is known, Salem shall pay to Cox, or Cox shall pay to Salem, as the Propertycase may be, the net amount due as a result of the actual apportionment of such taxes.

Prorations. The provisions Except as otherwise provided in this Agreement with respect to items allocable exclusively to Seller or Purchaser, to the extent that any of the items listed below in this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and 3.4 are paid by Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days Closing or are payable by Purchaser or the Seller after the Closing Date, such items shall be apportioned as of the Closing Date such that Seller shall be liable for (and shall reimburse Purchaser, including without limitation by offset to the General Balance held in escrow to the extent that Purchaser shall pay) that portion of such of the foregoing relating or attributable to periods prior to the Closing Date and Purchaser shall be liable for (and shall reimburse Seller to the extent Seller shall have paid) that portion of the foregoing relating or attributable to, periods on or after the Closing Date. Should any amounts to be prorated not have been finally determined on the Closing Date, a mutually satisfactory estimate of such amounts made on the basis of Seller's records shall be used as a basis for settlement at Closing, and the amount finally determined will be prorated as of the Closing Date and appropriate settlement made as soon as practicable after such final determination, with final settlement to be made no later than The Settlement Date. If as a result of any such settlement in accordance with the preceding sentence Purchaser is owed an amount from Seller, Purchaser shall have the right in its sole discretion to be reimbursed for such amount out of the Escrow Amount. Such prorated items shall include: (a) personal property, real estate, retail sales, occupancy and water Taxes, if any, on or with respect to the Business, the Acquired Assets and/or the Assumed Obligations notwithstanding the date of the assessment of such Taxes; (b) insurance premiums of any policies acquired by Purchaser at Closing; and (c) any and all other date as may be agreed upon expenses customarily subject to proration in writing by connection with the sale and purchase of assets and not otherwise provided for herein. Seller and Purchaser agree to furnish each other with such documents and other records as each party reasonably requests in order to confirm all adjustment and proration calculations made pursuant to this Section 3.4. The proration and adjustment process provided in this Section 3.4 shall also include an adjustment of cash received by Purchaser or Seller (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount ) to which reflects (i) net adjustments the other is entitled pursuant to any prorations made at Closing under Section 14.(a), the provisions of Sections 2.1 and 2.3 above, as to (a) any but shall not include an adjustment for security and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security other deposits then actually held heretofore paid by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertythird parties.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe expenses and obligations set forth below shall be prorated as of 11:59 p.m. on the Closing Date (the "Cutoff"), with Seller being responsible for that portion arising before the Cutoff and Purchaser being responsible for that portion arising after the Cutoff: (i) all normal and customarily proratable itemspersonal property Taxes, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyobligations, and any dues and assessments of home or condominium owners’ associationssimilar Taxes imposed on a periodic basis, in each case levied with respect to the Assets, shall be prorated between on the basis of the number of days of the relevant tax year or period which have elapsed through the Closing Date; and (ii) all charges for utilities (including without limitation, electricity fuel, water, sanitation, and garbage disposal) and other services and goods furnished to, or in connection with, the operation of the Business shall be prorated on the basis of the number of days of the relevant time period which have elapsed through the Closing Date. (b) Seller shall use its reasonable best efforts to cause all utility ▇▇▇▇▇▇▇▇ of the Business to be closed and billed by the respective utility companies as of the Closing Date in order that utility charges may be separately billed for the period prior to the Closing Date and the period after the Closing Date. In the event that any such utility charges are not separately billed, they shall be prorated, presuming that such charges were uniformly incurred during the billing period in question. Purchaser shall have sole responsibility for establishing Purchaser's own accounts with such utilities and Seller causing such utility services to continue beyond the Closing Date. (c) If any item described in this SECTION 3.8 cannot be prorated, adjusted, or determined as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations it shall be based upon the prior year’s assessments. Except separately prorated, adjusted, and determined as set forth in Section 14(b) hereinbelow, all such prorations will be final soon as possible thereafter and not adjustable. No prorations any payment due shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date paid by check within five (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (605) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership determination of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxescharge. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingTo the extent not included in the Assumed Liabilities, all normal Proration Items and customarily proratable all other items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, that shall be accounted paid by Purchaser or otherwise affect the Business or the Acquired Assets and that relate, in whole or in part, to periods prior to the Effective Time, shall be apportioned to the Effective Time, and representatives of Seller and Purchaser will examine all relevant Books and Records as of the Effective Time in order to make the determination of the apportionments, which determinations shall be calculated in accordance with the past practices of the Business to the extent applicable, provided that for between the purposes of determining whether a particular Tax shall be prorated or allocated to a Pre-Closing Tax Period, Real Property Taxes and Personal Property Taxes shall be prorated or allocated on a per diem basis, and all other Taxes shall be prorated or allocated on the basis of an interim closing of the books of the Business at the Effective Time. The net amount of all Proration Items known by the Parties at Closing will be settled and paid on the Closing Date. In the event that the amount of any of the Proration Items is not known by Seller and Purchaser at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to Seller. After Closing, Purchaser and Seller each shall provide to the other, written notice five (5) Business Days after receipt, of each Third Party invoice relating to any Proration Item so estimated. Within ten (10) business days thereafter, Purchaser and Seller each shall make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the Reconciliation Date (hereinafter defined)Third Party invoice. The Parties shall reasonably cooperate to avoid, to the extent legally possible, the payment of duplicate Personal Property Taxes, and each Party shall furnish, at the request of the other, proof of payment of any Personal Property Taxes or other documentation that is a prerequisite to avoiding payment of a duplicate Tax. (b) On In the first business day immediately prior event that either Party (the "Payor") pays a Proration Item (other than if and to the day extent included in the Assumed Liabilities) for which the other Party (the "Payee") is sixty obligated in whole or in part under this Section 8.3 the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Proration Item, and the Payee shall promptly pay such share to the Payor. In the event either Party (60the "Recipient") days after the Closing Datereceives payments, or such the benefits of payments, of a Proration Item to which the other date as may be agreed upon Party (the "Beneficiary") is entitled in writing by Seller and Purchaser (whole or in any eventpart under this Agreement, the “Reconciliation Date”), Seller hereby agrees Recipient shall promptly pay such amount to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofBeneficiary. (c) Notwithstanding anything else In the event there exists as of the Closing Date any pending appeals of ad valorem Tax assessments with regard to any Acquired Assets, the continued prosecution and/or settlement of such appeals shall be subject to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership direction and control of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to assessments for the Propertyyear within which the Closing occurs.

Prorations. The provisions Seller shall, pursuant to Section 1.1(k), be entitled to ---------- moneys collected within 30 days of this Section 14 the Closing Date based upon Seller's Accounts Receivable and shall survive Closing be responsible for all liabilities and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees obligations incurred or payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Stations through the Property, and any dues and assessments close of home or condominium owners’ associations, business on the day preceding the Closing Date. Buyer shall be prorated between Purchaser entitled to all income earned or accrued and Seller as shall be responsible for all liabilities and obligations incurred or payable in connection with the operation of the Stations after the close of business on the day preceding the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Buyer shall be entitled to moneys based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not Sellers Accounts Receivable collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) more than 30 days after the Closing Date, . All overlapping items of income or such other date as may expense shall be agreed upon in writing by apportioned between Seller and Purchaser (Buyer as of the close of business on the day preceding the Closing Date, in any eventaccordance with generally accepted accounting principles with the understanding that Buyer shall only have responsibility for the Assumed Obligations. Items to be apportioned include, but are not limited to, the “Reconciliation following: (a) Prepaid expenses arising from payments made for goods or services prior to the Closing Date if all or part of the goods or services have not been received or used prior to the Closing Date (for example, rents paid in advance for a rental period extending beyond the Closing Date”); (b) Liabilities, customarily accrued, arising from expenses incurred but unpaid as of the close of business on the day preceding the Closing Date (for example, frequency discounts; rent; and sales commissions); and (c) As to utility charges relating to the Stations, within thirty (30) days after the Closing, Buyer shall deliver to Seller hereby agrees a statement setting forth in reasonable detail the basis for prorations pursuant to cause to be paid to Purchaserthis Section, or Purchaser hereby agrees to and Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, any net amount due as the result of the proration statement (or, if there is a dispute, the undisputed amount thereof). If Seller disputes Buyer's determinations, or, if at any time after delivery of Buyer's statement of determinations any party determines that any item included in the proration is inaccurate or that an additional item should be included in the prorations, the parties shall confer with regard to the matter and an appropriate adjustment and payment in an amount which reflects (i) net adjustments shall be made as agreed upon by them or, if they are unable to any prorations made at Closing under Section 14.(a)resolve the matter, aboveby a firm of independent certified public accountants mutually agreeable to the parties, as to (a) any and all rents delinquent and unpaid whose decision on the Closing Date matter shall be binding and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs whose fees and expenses incurred shall be borne equally by Purchaser under Section 32.(b)(ii) hereofthem. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing6.7.1. Rents, all normal and customarily proratable itemscommon area charges, includingescalations, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees tenant reimbursements (other than security deposits) payable under any the Tenant Leases on (collectively, the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of "Rents") for the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, portions thereof shall be prorated between Purchaser and as of the Close of Escrow, except that no proration shall be made for Rents not received by Seller as of the Closing Date, Close of Escrow (hereinafter called the "Delinquent Rents"). Buyer shall have no liability to Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year Delinquent Rents, but Buyer agrees to use "commercially reasonable efforts" (as hereinafter defined) for a period of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of six months after the Closing Date, but Purchaser shall make a commercially reasonable attempt Date to collect the same Delinquent Rents. For purposes of this Paragraph, the phrase "commercially reasonable efforts" shall mean that Buyer, through its collection department, shall periodically send written invoices to the tenants who owe the Delinquent Rents with a request for Seller's benefit after Closing, but payment and shall periodically call such tenants to request payment of the Delinquent Rents. Buyer shall not be required to initiate legal proceedings take any other action in order to satisfy the "commercially reasonable efforts" standard and specifically, without limiting the generality of the foregoing, Buyer shall not be required to file a lawsuit or eviction action, place the tenant in default, engage a third-party collection agency or law firm to aid in collection, lock-out or attempt to evict the tenant or exercise other similar landlord remedies under such attemptTenant Lease. Further, Seller shall not contact any tenants from and after the Closing Date. Amounts collected by Buyer from tenants owing Delinquent Rents shall be applied first to current amounts owed by such tenant and accruing on or after the Close of Escrow, then to any Delinquent Rents owing for the rent period during which the closing occurred (such amount to be prorated between Buyer and Seller as provided herein), and such collectionsthe remainder, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately to Delinquent Rents owing prior to the day rent period during which the closing occurred. Any such amounts applicable to Delinquent Rents received by Buyer shall be promptly forwarded to Seller. All security deposits received by Seller from any tenant under an existing Tenant Lease shall be paid over to Buyer at the Close of Escrow. 6.7.2. General real estate taxes for the then current year relating to the Property shall be prorated as of the Close of Escrow. If the Close of Escrow shall occur before the tax rate is sixty 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 (6030) days after the Closing Dateissuance of the then current year's tax ▇▇▇▇, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, Buyer shall adjust the “Reconciliation Date”), proration of such taxes and Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerBuyer, as the case may be, shall pay to the other any amount required as a payment in an amount which reflects (i) net adjustments result of such adjustment; this covenant shall not merge with the deed delivered hereunder but shall survive the Close of Escrow. All special taxes or assessments assessed prior to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected Close of Escrow shall be paid by PurchaserSeller, and (b) any savings resulting from any tax abatements on those assessed after the Property for the year Close of Closing resulting from a challenge brought Escrow shall be paid by either party hereto and the costs or expenses incurred by the challenging party in that regardBuyer. 6.7.3. All other income from, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14of, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees including but not limited to pay all public utility charges, interest, maintenance charges, and service charges, shall be prorated as of the Close of Escrow. To the extent that information for any such taxes proration is not available at the Close of Escrow, the parties shall effect such proration within ninety (90) days after Close of Escrow. If, however, the proration of percentage rental from any tenant or any other item or income or expense cannot be made within ninety (90) days after the Close of Escrow, 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 elapsed during the tenant's percentage rent period as of the Close of Escrow and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering not on the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with basis of the amount of the tenant's sales which accrued during such percentage rent period as of the Close of Escrow. At the end of 2003, Buyer shall calculate year-end adjustments for the calendar year in which the Close of Escrow occurred for common area maintenance expenses, taxes, and insurance owed by or to any tenant under the Tenant Leases, and all deposits held Buyer shall forward to Seller any amounts paid by tenants to Buyer which amounts are for the payment of such tenant's pro rata share of taxes to the extent such taxes are attributable to that portion of the tax year during which Seller owned the Property and for which taxes Seller gave Buyer a credit at the Close of Escrow. If based on such year-end calculations any tenants owe additional sums to the landlord for their pro rata share of common area maintenance expenses, taxes, and insurance under their respective Tenant Leases, Buyer agrees to send to such tenants on behalf of Seller invoices for those sums owed by utility companies with respect such tenants and attributable to the portion of the annual period including the Close of Escrow during which Seller owned the Property and remit to Seller any amounts paid by tenants and received by Buyer in payment of such amounts; provided, however, Buyer shall only send such invoices to the tenants on behalf of Seller if Seller delivers to Buyer such invoices plus all supporting information and documentation to enable Buyer to respond to tenant inquiries regarding such invoices. If based on such year-end calculations the landlord owes a refund, credit, or other sums to any one or more tenants under the Tenant Leases for an overpayment of such tenant's or tenants' pro rata share of common area maintenance expenses, taxes, and insurance, Seller agrees to pay to Buyer an amount equal to such refunds, credits, or other sums, in the aggregate, owed to such tenants, which sums are attributable to the portion of the annual period including the Close of Escrow during which Seller owned the Property. The provisions of this subparagraph shall survive the closing.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal The operation of the Stations and customarily proratable items, including, without limitation, all ad valorem taxes the income and assessments assessed against the Property, prepaid rents and other operating expenses and fees payable under any Leases attributable thereto until 11:59 p.m. on the Property, prepaid date preceding the day of Closing (the "Adjustment Time") shall be for the account of Sellers and accrued but unpaid expenses incurred in connection with thereafter for the operation or maintenance account of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the PropertyBuyer, and any dues income and assessments of home or condominium owners’ associations, expenses shall be prorated between Purchaser Sellers and Buyer as of the Adjustment Time in accordance with generally accepted accounting principles, and the Purchase Price shall be adjusted accordingly. (b) Such prorations shall include all property Taxes (except transfer Taxes as provided by Section 11.1), music and other license fees, FCC regulatory fees, utility expenses, rent and other liabilities and obligations under Station Contracts and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Station Assets and Operation of the Stations that straddle the period before and after the Adjustment Time. Seller shall receive a credit for all of the Stations' deposits, bonds and prepaid expenses to the extent the benefit of the same is transferred to Buyer. Sales commissions related to the sale of advertisements broadcast on the Stations prior to Closing shall be the responsibility of Sellers, and sales commissions related to the sale of advertisements broadcast on the Stations after Closing shall be the responsibility of Buyer. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services ("Trade Agreements"); provided, however, if the aggregate obligations under the Trade Agreements exceed $25,000 as of the Closing Date, Seller being charged and credited for all then amounts in excess of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations $25,000 shall be based upon the prior year’s assessmentsprorated in accordance with Section 1.8(a). Except as set forth in Section 14(b) hereinbelow, all such prorations will be final Prorations and not adjustable. No prorations adjustments shall be made at Closing to the extent practicable. Notwithstanding anything in relation this Section 1.8 to rents the contrary, there shall be no proration under this Section 1.8 for, and Seller shall remain solely liable for, any contracts or agreements not collected included in the Station C▇▇▇▇▇▇▇▇.▇▇ the extent any prorations are not made at Closing, within ninety (90) days after the Closing, Buyer shall prepare and deliver to Sellers a proposed pro rata adjustment of income and expenses in the manner described in Section 1.8 and this Section 1.8 for the Station as of the Closing DateAdjustment Time (the "Settlement Statement"), but Purchaser together with a schedule setting forth, in reasonable detail, the components thereof. During such 90-day period, Buyer and its representatives shall make a commercially be provided reasonable attempt access, upon reasonable advance notice and during normal business hours, to collect the same for such books and records of Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsto employees of Seller and its independent auditors, if any, shall be accounted for between Purchaser and Seller on as Buyer may reasonably request in connection with its preparation of the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofSettlement Statement. (c) Notwithstanding anything else During the 30-day period following the receipt of the Settlement Statement, Buyer shall provide Sellers and its representatives reasonable access, upon reasonable advance notice and during normal business hours, to the contrary in this Section 14such books and records of Buyer, and to employees of Buyer and its independent auditors, if the Property has been assessed for property tax purposes at such rates any, as would result Sellers may reasonably request in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership connection with its review of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesSettlement Statement. (d) At ClosingThe Settlement Statement shall become final and binding upon the parties on the 30th day following delivery thereof to Sellers, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing unless Sellers give written notice of their disagreement with the amount Settlement Statement (the "Notice of Disagreement") to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer in the period specified, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become final and all deposits held binding upon the parties on behalf the earlier of Seller by utility companies (i) the date Buyer and Sellers resolve in writing any differences they have with respect to the Propertymatters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein. (e) Within ten (10) Business Days after the Settlement Statement becomes final and binding upon the parties, (i) Buyer shall pay to Sellers the amount, if any, by which the prorated income allocated to Sellers exceeds the prorated expenses allocated to Sellers or (ii) Sellers shall pay to Buyer the amount, if any, by which the prorated expenses allocated to Sellers exceed the prorated income allocated to Sellers. All payments made pursuant to this Section 1.8(e) shall be made by wire transfer in immediately available funds to an account designated by the recipient party. (f) Notwithstanding any statement in this section to the contrary, if Sellers deliver a Notice of Disagreement, Sellers or Buyer, as applicable, shall make a payment to the other party in immediately available funds of any undisputed amount within 10 Business Days of the receipt of the Notice of Disagreement. (g) During the 30-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and Sellers shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period: (i) each of Buyer and Sellers, at their sole cost and expense, shall be permitted to review and make copies reasonably required of: (A) the financial statements of Sellers, in the case of Buyer, and Buyer, in the case of Sellers, relating to the Notice of Disagreement, (B) the working papers of Sellers, in the case of Buyer, and Buyer, in the case of Sellers, and the other Party's auditors, if any, relating to the Notice of Disagreement; and (C) the books and records, including any supporting schedules, analyses and documentation, of the other party relating to the prorations and adjustments subject to the Notice of Disagreement; and (ii) Sellers, in the case of Buyer, and Buyer, in the case of Sellers, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of the other party as such party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement. (h) If, at the end of such 30-day period, Buyer and Sellers have not resolved their differences, Buyer and Sellers shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were included in the Notice of Disagreement. Within thirty (30) days after selection of the Accounting Firm, Buyer and Sellers shall submit their respective positions to the Accounting Firm in writing, together with any other materials relied upon in support of their respective positions. Buyer and Sellers shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The decision of the Accounting Firm shall be final and binding on each of the parties, and judgment upon the determination of the Accounting Firm may be entered in any court of competent jurisdiction. The fees and expenses of the Accounting Firm shall be divided equally between Sellers and Buyer. The fees and expenses (if any) of Buyer's independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of Sellers' independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by Sellers.

Prorations. Purchaser and Seller shall apportion as of 12:01 am eastern time on the day of the Closing (so that Purchaser receives the income generated by the Project and bears the expenses for the Project for the day of Closing), the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of obligations set forth in this Section 14 14.1 shall survive the Closing for a period of one (1) year. The items to be adjusted are: 14.1.1. city, state, county, school, ad valorem taxes and other assessments that have accrued with respect to the tax year in which the Closing occurs (it being understood that Seller shall be solely responsible (and Purchaser shall receive a credit against the Purchase Price) for any such taxes or assessments that have accrued as of the Closing but do not become due and payable until after the Closing); should such proration be inaccurate based on the actual millage set forth on the ad valorem tax b▇▇▇ if the current tax b▇▇▇ has not been received by the date of the Closing, either party may demand after the date of Closing, that such taxes and assessments be re-prorated based on the actual b▇▇▇ and shall be entitled to receive upon demand, any amount owing to such party based on such re-proration; 14.1.2. all base rent, percentage rent and additional rent and similar charges to the extent collected by Seller. Any base rent, percentage rent, additional rent or other charges received from a Tenant after the Closing shall be applied in the following order of priority: (i) First, to any rents then owing for any calendar month or months following the calendar month in which the Closing occurred; and (ii) Second, to the rents owing for the calendar month in which the Closing occurred; and (iii) Third, to rents owing for any calendar month or months preceding the calendar month in which the Closing occurred until the Tenant, under the applicable Lease, is current. For a period of ninety (90) days after the Closing, Purchaser shall b▇▇▇ Tenants for all amounts due under their Leases accruing prior to the Closing (including, without limitation, base rent, additional rent, percentage rent or other Tenant charges for the year 2016) and shall use reasonable efforts to collect from Tenants any base rent, additional rent, percentage rent or other Tenant charges owing with respect to the period prior to the Closing. To the extent delinquent amounts for base rents, additional rents, percentage rents and other tenant charges for the period prior to the Closing (“Delinquent Rents”) are collected by Purchaser, subject to clauses (i), (ii) and (iii) above, such amounts shall be paid to Seller no later than thirty (30) days following the date on which such amounts have been received by Purchaser or its agent. Purchaser shall not be merged thereinobligated to expend any funds or commence legal proceedings to collect any Delinquent Rents. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any Delinquent Rents without Purchaser’s prior written consent. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases Purchaser shall be entitled to a pro rata portion of such percentage rent payment based on the Property, prepaid number of days within the applicable percentage rent fiscal year period that Purchaser owned the Project and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On Seller shall be entitled to a pro rata portion of such percentage rent payment based on the first business day immediately prior to number of days within the day which is applicable percentage rent period that Seller owned the Project. No later than sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Final Adjustment Date”), Seller hereby agrees and Purchaser shall make a final adjustment in accordance with the provisions of this Section 14.1 of percentage rent and other items of additional rents for which final adjustments or prorations could not be determined at the Closing, if any, because of the lack of actual statements, bills or invoices for the current period, the year-end adjustment of common area maintenance, taxes and like items, the unavailability of final sales figures or amounts for percentage rent or any other reason. Except to cause the extent otherwise provided in Section 14.1.3, any net adjustment in favor of Purchaser or Seller is to be paid in cash by the other no later than thirty (30) days after such final adjustment has been made. 14.1.3. To the extent Tenants pay monthly estimates of common area maintenance charges, central plant charges, taxes and similar expenses (collectively, “Charges”) with an adjustment at the end of each fiscal year applicable to PurchaserCharges, or Purchaser hereby agrees to pay to they shall be prorated in accordance with this Section 14.1.3. Until the adjustment described in this Section 14.1.3 is made, all amounts received by Seller as interim payments of Charges before the Closing Date shall be retained by Seller, except that all interim payments received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Purchaser based upon the number of days in that month and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. All amounts received by Purchaser as interim payments of Charges on or after the Closing Date shall be retained by Purchaser until year end adjustment and determination of Seller’s allocable share thereof except to the extent provided in Section 14.1.2 above. No later than the Final Adjustment Date, Seller’s allocable share of actual Charges for Leases in effect as of the Closing Date shall be determined by multiplying the total payments due from each Tenant for such fiscal year (the sum of estimated payments plus or minus year-end adjustments) by a fraction, the numerator of which is Seller’s actual cost of providing common area maintenance services and taxes (as the case may be) prior to the Closing Date (within that portion of the fiscal year prior to the Closing Date in which the applicable Lease is in effect), and the denominator of which is the cost of providing such services and paying such taxes for the entire fiscal year (or that portion of the fiscal year in which the applicable Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Purchaser of the excess owed Purchaser, such excess to Purchaser. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share (the “Seller Shortfall”), Purchaser shall use reasonable efforts for a payment in an amount which reflects period of ninety (i90) net adjustments days after the Final Adjustment Date to collect the Seller Shortfall from the Tenants of the Property and, to the extent collected by Purchaser, Purchaser shall promptly remit the Seller Shortfall to Seller. Purchaser shall not be obligated to expend any funds or commence legal proceedings to collect any Seller Shortfall. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any prorations made at Closing under Section 14.(a), above, as to (a) any Seller Shortfall. 14.1.4. All other income and all rents delinquent operating expenses of the Project for the assumed Contracts and unpaid on public utility charges and charges and/or payments under the REAs with respect to the Project shall be prorated in accordance with Section 14.1, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final b▇▇▇ to Seller with Purchaser being designated the billing party in lieu of Seller for all utilities that may be in the name of Seller from and after the Closing Date. Notwithstanding anything herein to the contrary, any management and/or leasing agreement, if any, for the Property shall be terminated as of the Closing Date and subsequently collected there shall be no apportionment of any fees or charges relating thereto. 14.1.5. At Closing, any prepaid rents (for periods occurring after the Closing Date) and, to the extent that Seller has received the same, security deposits under the Leases (together with any interest accrued thereon) shall be transferred to Purchaser either directly or by way of a credit in favor of Purchaser. 14.1.6. If, at Closing, the Property or any part thereof shall have been affected by an assessment or assessments, which are or may become payable in annual installments, of which the first installment is then a charge or lien, then for the purposes of this Agreement, all the unpaid installments of any such assessment due and payable in calendar years prior to the year in which the Closing occurs shall be paid by Seller and all installments becoming due and payable after the Closing shall be assumed and paid by Purchaser, except, however, that any installments which are due and payable in the calendar year in which the Closing occurs shall be adjusted pro rata. However, if such an assessment or assessments is required to be paid in one lump sum payment, then to the extent such assessment(s) is for improvements in place as of the date of this Agreement, then such assessment(s) shall be paid by Seller but if such assessment(s) is for improvements to be made subsequent to the date of Closing, then the same shall be paid by Purchaser. 14.1.7. Any unpaid tenant improvement costs or allowances, free rent periods or rental abatements, concessions and other inducements and all brokerage commissions relating to the Leases listed on Schedule “1.5” hereto, and any amounts owing by Seller pursuant to Section 9.2 hereof shall be the obligation of Seller and shall be paid at Closing or Purchaser shall receive a credit against the Purchase Price for any such amount(s) not paid. 14.1.8. At Closing, Purchaser shall receive a credit against the Purchase Price for (bi) any savings resulting from any tax abatements on amounts paid to Seller, if any, by Tenants, merchants and other associations for promotional funds, and other similar contributions or payments applicable to periods after the Property Closing Date or otherwise pro rata for the year of month in which the Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardoccurs, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually funds held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyoutstanding gift certificates, if any.

Prorations. The provisions 2.6.1 On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) days thereafter, to the extent not included in the calculation of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingNet Working Capital, all normal and customarily proratable itemsthe water, includinggas, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents electricity and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid utility expenses incurred in connection with operating the operation or maintenance of Business and other similar periodic charges incurred in operating the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Business in the Property, and any dues and assessments of home or condominium owners’ associations, ordinary course shall be prorated for 1997 between Purchaser Buyer and Seller effective as of the Closing Date. To the extent practicable, Seller being charged and credited for all to the extent not included in the calculation of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Net Working Capital, utility meter readings for the year of Closing have not yet been made, then any such prorations Fee Property shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected determined as of the Closing Date. 2.6.2 Notwithstanding anything herein to the contrary but subject to Section 2.6.3, any taxes not measured or measurable, in whole or in part, by net or gross income or receipts (including, but Purchaser shall make not limited to, real or personal property or ad valorem taxes) imposed on the Purchased Assets that relate to a commercially reasonable attempt to collect tax period beginning before the same for Seller's benefit Closing Date and ending after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, the Closing Date (an "Overlap Period") shall be accounted apportioned as of the Closing Date such that Seller shall be liable for between Purchaser (and Seller shall reimburse Buyer to the extent that Buyer shall have paid) that portion of such taxes relating to, or arising in respect to, periods on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately or prior to the day which is sixty Closing Date and Buyer shall be liable for (60and shall reimburse Seller to the extent Seller shall have paid) days that portion of such taxes relating to, or arising in respect to, periods after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in . Should any event, the “Reconciliation Date”), Seller hereby agrees to cause amounts to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as prorated not have been finally determined on the case may beClosing Date, a payment in an mutually satisfactory estimate of such amounts made on the basis of the Seller's records shall be used as a basis for settlement at Closing, and the amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, finally determined will be prorated as to (a) any and all rents delinquent and unpaid on of the Closing Date and subsequently collected appropriate settlement made as soon as practicable after such final determination; provided, however, that proration for ad valorem taxes for 1997 will be made after Buyer is invoiced by Purchaser, the taxing authorities and Seller will pay to Buyer Seller's prorated share of such tax payment ten days prior to the date such tax payment is due. 2.6.3 Seller and Parent shall pay and be responsible for 50% and Buyer shall pay and be responsible for 50% of (bi) any savings resulting from any tax abatements all motor vehicle taxes on the Property for transfer of titled motor vehicles included in the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardPurchased Assets, and (ii) all other sales, transfer or similar state or local taxes and all recording Fees imposed as a result of the sale of the Purchased Assets. Seller and Parent shall pay and remain responsible for all income taxes, sales or use tax, franchise taxes, payroll taxes and any other taxes which may be due in respect of operation of the Business before the Closing Date. 2.6.4 Seller and Parent shall pay and be responsible for all salaries, wages, federal withholding and social security taxes, employee benefit plans, workers' compensation, and unemployment compensation taxes and other costs and expenses relating to employees employed in connection with the Business or Purchased Assets in respect of periods on or before the Closing Date and thereafter with respect to such employees which are not Transferred Employees. Buyer shall pay and be responsible for all such costs and expenses associated with any Transferred Employees that are incurred by Purchaser under Section 32.(b)(ii) hereofin respect of periods after the Closing Date. If Buyer, on the one hand, or Seller or Parent, on the other hand, receives an invoice for any tax or other expense which is allocable to the other party in part or in full hereunder, the recipient shall forward a copy of the invoice promptly to the other party. (c) Notwithstanding anything else 2.6.5 Seller and Parent shall be entitled to all revenues attributable to the contrary Purchased Assets before the Closing Date, to the extent that such revenues are not Purchased Assets or proceeds thereof. Buyer shall be entitled to all revenues which are (i) Purchased Assets or proceeds thereof, or (ii) attributable to the Purchased Assets after the Closing Date. If Buyer, on the one hand, or Seller or Parent, on the other hand, receives a payment from a third party due in this Section 14whole or in part to the other party, if it shall pay over such portion to the Property has been assessed other party as soon as practicable, but in any event within 10 days after receipt thereof. 2.6.6 Seller and Parent shall pay and be responsible for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership 50% and Buyer shall pay and be responsible for 50% of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and cost of an Owner Policy of Title Insurance in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any $14,000,000 issued by Partners Title Company ("Title Company") as agent for Commonwealth Land Title Insurance Company (with such reinsurance as Buyer may require), insuring that Buyer is the owner of the Fee Property and all deposits held on behalf improvements thereon subject only to Permitted Exceptions and the standard printed exceptions included in a Texas standard form owner policy of Seller by utility companies with respect to title insurance; provided, however, that (i) the Property.standard exception for discrepancies, conflicts or shortages in area shall be deleted except for "shortages in area,"

Prorations. The provisions following shall be apportioned between Seller and Purchaser at the Closing as of this Section 14 shall survive 11:59 p.m. of the day preceding the Closing and not be merged therein.Date: (a) At Rents and other income (including real estate tax, insurance and common area maintenance reimbursements) derived from the operation the Property that have been collected for the calendar month in which the Closing occurs (if any) shall be prorated as of the Closing Date. Any amounts received from Tenants after the Closing shall be applied on a Tenant by Tenant basis as follows: The rents shall be prorated as if the current month were paid. No "Delinquent Rents" (i.e., rents or other charges that are due for the periods prior to the month of the Closing) shall be prorated in favor of Seller. All rents and other charges received by (or for the benefit of) Purchaser from any Tenants after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Purchaser, and any excess shall be delivered to Seller, but only to the extent of amounts in default and owed to, and for the benefit of, Seller for the period prior to the Closing Date. In no event, however, shall any sums be paid to Seller to the extent Seller has been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder. Seller shall have the right to collect delinquent rents directly from Tenants after the Closing, and in connection therewith, Purchaser agrees to reasonably cooperate with Seller, at no expense to Purchaser and short of litigation, but in no event shall Seller disturb a Tenant's occupancy or commence litigation against any Tenant after the Closing. Seller agrees that it will not unreasonably interfere with Purchaser's relationship with its Tenants generally in collecting delinquent rents hereunder. Purchaser will furnish to Seller upon the expiration of three (3) months following the Closing and each three (3) month period thereafter until the first anniversary of the Closing Date, an accounting setting forth in reasonable detail the amounts owed and the amounts collected from delinquent Tenants which are payable to Seller under the provisions of this Paragraph 4.5(a). Upon receipt of delinquent rents from Tenants that are owed to Seller hereunder, Purchaser shall promptly pay such amounts to Seller. Upon receipt of any amount directly from Tenants after the Closing due to Purchaser, Seller shall promptly pay over such amount to Purchaser. (b) Real estate taxes, water charges and sewer rents, on the basis of the fiscal or tax years, respectively, for which same have been assessed, regardless of whether or not then due and payable or a lien. Seller shall pay at or prior to the Closing (or Purchaser shall receive a credit for) any unpaid taxes attributable to periods prior to the Closing Date, (whether or not then due and payable or a lien as aforesaid), and Seller shall receive a credit for any previously paid taxes attributable to periods from and after the Closing Date. Notwithstanding the foregoing, Section 4.6 shall govern with respect to all normal general, special and/or betterment assessments on the Property at the Closing Date. Any assessments after the Closing Date, including any assessments for prior years due to a change in land, usage or ownership, shall be paid solely by Purchaser, without any adjustment. (c) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (d) Fees for inspections, permits or licenses which are transferred to Purchaser at the Closing. (e) In the event that final meter readings are not available, utilities (including telephone, steam, electricity and customarily proratable itemsgas) shall be adjusted on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available. Seller shall use good faith efforts to arrange for final meter readings for all utilities serving the Property on the day prior to the Closing. If final meter readings are available, Seller shall pay all charges based upon the metered usage prior to the Closing. (f) All ordinary operating expenses of the Property including, without limitation, all maintenance, service charges (including ad valorem taxes tax appeal contracts), expenses and assessments assessed against charges under those Service Contracts being assumed by Purchaser, and all other normal operating charges with respect to the Property. (g) Permitted administrative charges, prepaid rents if any, on those security deposits transferred by Seller pursuant to Section 4.2(f). (h) Interest accruing under the Notes. (i) Such other items as are customarily apportioned between sellers and purchasers of real property of a type similar to the Property and located in the city or town and state where the Property is located. Notwithstanding anything to the contrary contained herein, all brokerage and leasing commissions or other expenses and fees payable under compensation due or accrued to any Leases on the Propertybroker, prepaid and accrued but unpaid expenses incurred agent or other person in connection with the Property for brokerage or other services rendered to Seller or any predecessor of Seller in connection with or on account of the Tenant Leases shall (A) be paid by Seller in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto prior to the execution and delivery of this Agreement; (B) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto after the Closing Date; (C) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been approved by Purchaser and executed and delivered (or exercised) by the parties thereto after the execution and delivery of this Agreement and prior to the Closing, but for which the payment of Rent shall have commenced after the Closing Date; and (D) be adjusted as of 11:59 p.m. of the day preceding the Closing Date in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto, and for which the payment of Rent shall have commenced after the execution and delivery of this Agreement and prior to the Closing Date. Notwithstanding anything to the contrary contained herein, all prepaid rentals, other prepaid payments, security deposits, electric, gas, sewer and water deposits deposited with Seller by Tenants (including all accrued interest on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Tenant Leases, license agreements or concession agreements relating to the Property, shall all belong to Purchaser. Notwithstanding the foregoing, Purchaser shall receive at the Closing a cash credit in the amount of all such deposits, prepaid rentals and other prepaid payments, which shall all be retained by Seller unless otherwise required by law, any lender or any Tenant Leases. Notwithstanding anything to the contrary contained herein, percentage rent (i.e., that portion of the rent payable to the landlord by a Tenant under a Tenant Lease which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Tenant Lease shall be prorated with respect to the lease year thereunder in which the Closing occurs on a per diem basis as and when collected, and paid to the parties in the same priority as set forth in Section 4.5(a). Any percentage rent collected by Purchaser, including any percentage rent which is delinquent and pertaining to (i) an entire lease year or accounting period of a Tenant under a Tenant Lease which ends on a date prior to the Closing Date, and (ii) that portion of a lease year or accounting period of such Tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter, shall in both cases be paid to Seller within ten (10) days of receipt by Purchaser. Purchaser shall not be required to institute any action or proceeding to collect any delinquent percentage rent. Notwithstanding anything to the contrary contained herein, Seller shall be paid Seller's share, if any, of all revenues from the operation or maintenance of the Property under prior to the Closing Date other than rent, real estate tax, insurance and common area reimbursements (including parking charges and telephone booth and vending machine revenues), if, as and when received by Purchaser. Except as expressly set forth in this Section 4.5, if the exact amount of any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall item to be prorated between Purchaser and Seller is not known as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations proration shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be a reasonable estimate thereof made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventand as soon after the Closing as the exact amount of the item is known, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability adjustment for such taxesitem shall be re-prorated pursuant to Section 4.6. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of Purchaser and Seller agree that, except as otherwise specifically provided in this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAgreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the ordinary and recurring items normally incurred by Seller (but excluding all Taxes other than Property under any Service Contracts or otherwiseTaxes) relating to the Business and operation of the Project, including, without limitation, all utilities servicing in each case as related to the Property, and any dues and assessments of home or condominium owners’ associationsPurchased Assets, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Project Contracts, with Seller being charged and credited liable to the extent such items relate to any time periods (tax year periods for all of same up Property Tax) ending on or prior to such date the Closing Date, and Purchaser being charged liable to the extent such items relate to periods (tax year periods for Property Tax) after the Closing (measured in the same units used to compute the item in question and credited for all of same on and after such dateotherwise measured by calendar days); provided that notwithstanding anything to the contrary herein, Purchaser shall not pay any amount under this Section 3.4 that constitutes an Excluded Liability. If In connection with the assessments for any such proratable items for prorations referred to in Section 3.4(a) above, in the year of event that actual figures are not available at the Closing have not yet been madeDate, then any such prorations the proration shall be based upon the prior year’s assessmentsapplicable amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations All prorated amounts shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, recalculated and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior paid to the day which is sixty appropriate Party within thirty (6030) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Purchaser shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.