54-10 Agreement

5.6.5 General Provision. Except as otherwise expressly provided in this Agreement, all apportionments and adjustments shall be made in accordance with generally accepted accounting principles. The computation of the adjustments shall be jointly prepared bySeller and Purchaser. In the event any prorations or apportionments made under this Section 5.6 shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same in accordance with the remaining terms of this Section 5.6.5. To the extent the exact amount of any adjustment item provided for in this Section 5.6 cannot be precisely determined on the Closing Date, such prorations and apportionments shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. Notwithstanding the foregoing, any adjustment or re-proration pursuant to the two immediately preceding sentences shall be made, if at all, within ninety (90) days after the Closing Date (except with respect to taxes and assessments, in which case such re-proration shall be made within thirty (30) days after the information necessary to perform such re-proration is available). All payments to be made as a result of the final results of the adjustments shall be paid to the party entitled to the same within thirty (30) days after the final determination thereof. Seller and Purchaser agree that none of the insurance policies relating to the Property will be assigned to Purchaser (and Seller shall pay any cancellation fees or minimum earned premiums resulting from the termination of such policies) and Purchaser shall be responsible for arranging for its own insurance as of the Closing Date. 5.6.6 Proration Allocation. For proration purposes, the day that falls on the Closing Date shall be charged or allocated to Purchaser. 5.6.7 Survival. The provisions of this Section 5.6 shall survive Closing. 5.7 Closing Costs. Purchaser shall bear the cost of the premium for the Title Policy and any and all endorsements to the Title Policy requested by Purchaser or its lender. Purchaser shall bear the cost of the survey (or the updating thereof) for the Property. Seller shall pay the documentary transfer taxes, the recording fee for the Deed and one-half (1/2) of the escrow and closing fees relating to the sale of

(or the updating thereof) for the Property. Seller shall pay the documentary transfer taxes, the recording fee for the Deed and one-half (1/2) of the escrow and closing fees relating to the sale of the Property. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property. Purchaser shall be responsible for the payment of any mortgage taxes or recording fees for the mortgage securing Purchaser’s loan, any amounts related to financing pertaining to the sale and purchase of the Property, and one- half (1/2) of the escrow and closing fees relating to the sale of the Property. All other costs pertaining to the sale of the Property shall be allocated as is customary for real estate transactions where the Property is located. The parties agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, and fees. 5.8 Distribution of Funds and Documents Following Closing. Following Closing, Escrow Agent shall distribute the documents as follows: 5.8.1 To Seller. (a) The cash portion of the Purchase Price due to Seller (and/or the Lending Group pursuant to a Disbursement Authorization) as set forth in the Closing Statement; (b) A copy of the recorded Deed; - 16 - GENBUS/718957.4