Agmt22 IQHQ TRS Elco Yards, Inc.

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4.2 Prorations and Closing Costs. 4.2.1 Real estate taxes shall be prorated as of the Closing on the basis of the most recent tax statement for the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have home all taxes allocable to the period prior to the Closing (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which are allocable to the period after the Closing). 4.3 Payment of Closing Costs. Buyer shall pay (a) Escrow's fees, (b) all premiums and other fees required by the Title Company to issue the Title Policy; (c) all recording fees and transfer taxes, and (d) any additional costs and charges customarily charged to buyers in accordance with common escrow practices in San Mateo County, California. Each party shall be responsible for paying its owns costs of entering into this Agreement and consummating the transactions contemplated hereby. 4.4 Closing of Escrow. 4.4.1 Escrow Holder shall hold the Closing on the Closing Date if. (i) it has received in a timely manner all the funds and materials required to be delivered into Escrow by Buyer and Seller; and (ii) it has confirmed that the Title Company will issue the Title Policy to Buyer. Pursuant to Section 6045 of the Internal Revenue and Taxation Code, Escrow Holder shall be designated the "closing agent" hereunder and shall be solely responsible for complying with the tax reform act of 1986 with regard to reporting all settlement information to the Internal Revenue Service. 4.4.2 To Close the Escrow, Escrow Holder shall cause the Deed to be recorded and thereafter mailed to Buyer. 4.5 Failure to Close; Cancellation. If the Escrow Holder is not in a position to Close the Escrow on the Closing Date, then this Agreement shall terminate and Escrow Holder shall return to the depositor thereof any funds or other materials previously placed in Escrow and remaining in Escrow. Neither party shall have any further obligations pursuant to this Agreement, except that no such termination shall relieve either party of liability for any failure to comply with the terms of this Agreement. 4.6 Possession. Possession of the Property shall be delivered to the Designated Grantee upon Closing, free of any other rights of possession or occupancy except those in established by the Ground Lease. 5. GENERAL PROVISIONS 5.1 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. If all parties agree, this Agreement may be signed electronically or digitally, and delivery by electronic means of pdf signatures or digital signatures REV: 04-07-2022 SK ATTY/AGR.2022.085/Elco Yards (Page 5 of 14)