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II Article shall be true, accurate and correct in all material respects upon the Effective Date of this Agreement and shall survive the Closing for a period of three years from the Closing Date. All other obligations of either party that are not fully performed by closing shall survive closing. ARTICLE VIII: CITY GRANT OF SECURITY INTEREST 8.1 Grant of Security Interest. As security for the timely performance of all of the City's obligations under this Agreement, including payment ofthe Note, Seller shall retain and, effective on the date of the Initial Payment as per Section 3.4.1, the City shall grant to Seller, until the Note is paid in full, a security interest in the property located at 801 Crawford Street, Portsmouth, Virginia 23704, commonly known as the City Hall Building, together with the parking deck affixed thereto. Seller's security interest in this collateral shall be represented by a Deed of Trust in substantially the form set forth in Exhibit H. ARTICLE IX: PRORATIONS 9.1 Prorated Items. Except as otherwise set forth below, the following shall be prorated and apportioned between Seller and the City as of midnight of the day preceding the Closing Date: 9.1.1 Real estate taxes for the year of Closing, but if the Closing occurs before the then current year's tax is fixed, then taxes will be prorated based upon the prior year's tax; any tax prorations based on the prior year's taxes, at the request of either Seller or the City, shall be subsequently readjusted upon the receipt of the actual tax bills for the year in which Closing takes place for the Property; 9.1.2 Base rents, prepaid rents and Additional Rents (as defined below) and other amounts payable by any tenant of the Property, if, as and when received; 9.1.3 Any prepaid items, including, without limitation, fees for any Licenses transferred to the City at Closing and annual permit and inspection fees; 9.1.4 Utilities, including, without limitation, water, sewer, telephone, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings; 9.1.5 Personal property taxes, if any, with respect to the Personal Property being transferred and assigned to the City hereunder, on the basis of the fiscal year for which assessed; 9.1.6 Seller's share, if any, of all revenues from the operation ofthe Property other than rents and Additional Rents (including, without limitation, parking charges, telephone booth and vending machine revenues), if, as and when received; -18- Draft #4.1