54-10 Agreement

5.5 Recording of Deed. Escrow Agent will cause the Deed to be dated as of the Closing Date and recorded in the Official Records, and all other conveyance documents deposited with Escrow Agent to be dated as of the Closing Date, when (but in no event after the Closing Date) Escrow Agent (i) is prepared to issue the Title Policies to be issued to Purchaser as contemplated in this Agreement, and (ii) holds for the account of Seller and Purchaser all items and funds (if any) to be delivered to Seller and Purchaser through the Escrow, after payment of costs, expenses, disbursements and prorations chargeable to Seller or Purchaser pursuant to the provisions of this Agreement. 5.6 Prorations. 5.6.1 Taxes. All non-delinquent real estate and personal property general and special taxes and assessments of the applicable taxing authority for the Property and the Land for the current assessment year in which the Closing Date occurs shall be prorated as of the Closing Date. If the exact amount of taxes is not known at Closing, the proration will be based on an amount equal to 105% of the prior year’s taxes and shall be adjusted directly between Seller and Purchaser once actual figures become available after Closing. It is understood that any supplemental property tax bill applicable to the Property reflecting amounts that are due and payable prior to the Closing Date shall be Purchaser's responsibility. Notwithstanding anything to the contrary in this Agreement, Seller shall retain all right, title and interest in and to any and all property tax (both real property and personal property) refunds and claims for refunds with respect to the Property for any period prior to the Closing Date. Purchaser shall assume all obligations accruing from and after the Closing Date with respect to any agreements relating to the appealing of real estate taxes or real estate tax assessments, including the obligation to pay portions of amounts of real estate tax savings and costs and expenses related thereto. All sales, use and other taxes imposed in connection with the sale and transfer of the Property shall be allocated as is customary for real estate transactions where the Property is located. 5.6.2 Utility Service. Seller shall request each utility company providing utility service to the Property to cause all utility billings

te transactions where the Property is located. 5.6.2 Utility Service. Seller shall request each utility company providing utility service to the Property to cause all utility billings (if any) to be closed and billed 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 on and after the Closing Date. In the event any such utility charges are not separately billed, the same shall be prorated. In connection with any such proration, it shall be presumed that utility charges were uniformly incurred during the billing period in which the Closing Date occurs. Seller shall receive a credit at Closing for any Utility Deposits (if any) that are transferred or made available to Purchaser. Purchaser shall arrange for placing all utility services and bills in its own name as of the Closing Date. 5.6.3 Miscellaneous Permits and Taxes. Except as covered by the terms of Section 5.6.1 above, all water and sewer charges, taxes (other than ad valorem property taxes), including license taxes or fees for licenses which are assignable or transferable without added cost and have a value which will survive Closing, and any unpaid taxes payable in arrears, shall be prorated as of the Closing Date. Seller will be credited for that portion of taxes and fees paid by Seller allocable to the period after the Closing Date. 5.6.4 Other Expenses. All other expenses and obligations not otherwise specified in this Section 5.6 incurred in the ownership of the Property shall be prorated between Seller and Purchaser as of the Closing Date. - 15 - GENBUS/718957.4