Special Project Oversight Committee (SPOC) Report #1

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~ Buyer shall pay the Buyer's share of prorations pursuant to Paragraph 9 below. The Buyer and the Seller shall each pay its own legal and professional fees of other consultants incurred by the Buyer and the Seller, respectively. All other costs and expenses, including escrow fees, shall be allocated between the Buyer and the Seller as follows: a percentage equal to the Applicable Percentage to the Buyer and the balance to the Seller. At closing, the Buyer shall contribute any funds necessary to pay its share of adjustments. 9. Prorations (a) General. Any items of income from the Property and expenses affecting the Property shall be prorated as of the day following the Closing Date. For the purpose of calculating prorations, the Buyer shall be deemed to be in title to the Property and, therefore, entitled to an Applicable Percentage of the income and responsibility for an Applicable Percentage of the expenses for the entire day following the Closing Date. (b) Method of Proration. All prorations shall be made in accordance with customary practice in Marion Counry, Oregon, except as expressly provided herein. The Buyer and the Seller agree to prepare a schedule of tentative prorations before the Closing Date. Such prorations, if and to the extent known and agreed on as of the Closing Date, shall be paid by the Buyer to the Seller (if the prorations result in a net credit to the Seller) or by the Seller to the Buyer (if the prorations result in a net credit to the Buyer) by increasing or reducing the cash to be paid by the Buyer at closing. Any such prorations not determined or not agreed on as of the Closing Date shall be paid by the Buyer to the Seller, or by the Seller to the Buyer, as the case may be, in cash as soon as practicable following the Closing Date. A copy of the schedule of prorations as agreed upon by the Buyer and the Seller shall be delivered to the Escrow Agents at least three business days before the Closing Date. 10. Disbursements and Other Actions by Escrow Agents. At closing, the Escrow Agents shall do the following: (a) Funds. Disburse all funds deposited with the Escrow Agents by the Buyer in payment of the purchase price as follows: (i) Deduct all items chazgeable to the account of the Seller pursuant to Pazagraph 8 above. (u) Disburse the balance of the purchase price to the Seller promptly upon closing. (ui) Disburse the remaining balance of the funds, if any, to the Buyer promptly upon closing. (b) Recording. Cause the deed, the assignment (in that order), and any other documents that the parties may mutually direct to be recorded in the official records and obtain conformed copies for distribution to the Buyer and the Seller. (c) Title Policy. Cause the Title Company to issue the tide policy to the Buyer. Purchase and Sale Agreement Salem Area Mass Transit District/Marion County ~ Page - 6 0128970748